Common use of Noncontravention Clause in Contracts

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to The execution, delivery and performance of this Agreement, the filing issue and sale of the Certificate of Merger as required Securities by the DGCL, neither Company and the execution and delivery performance by the Parent or the Acquisition Subsidiary, as the case may be, Company of all of its obligations under this Agreement or the Transaction Documentation to which it is a party, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the use of the proceeds from the sale of the Securities as described therein) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or therebywithout the giving of notice or passage of time or both, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in constitute a breach of, constitute (with or without due notice default or lapse of time or both) a default Repayment Event under, or result in the acceleration creation or imposition of obligations underany lien, create in charge or encumbrance upon any party property or assets of the Company or any right to terminateof its subsidiaries pursuant to, modify (i) any indenture, mortgage, deed of trust, loan agreement, note, lease or cancel, or require any notice, consent or waiver under, any contract other agreement or instrument to which the Parent Company or the Acquisition Subsidiary, as the case may be, any of its subsidiaries is a party or by which either the Company or any of its subsidiaries is bound or to which any of their the property or assets are of the Company or any of its subsidiaries is subject, (ii) the provisions of the charter, bylaws or other organizational documents of the Company or any of its subsidiaries or (iii) any statute or any order, rule or regulation of any U.S. federal, state or local or international court, government or governmental or regulatory body or agency (each, a “Governmental Entity”) having jurisdiction over the Company or any of its subsidiaries or any of their property, assets or operations except, in the case of the foregoing with respect to clauses (bi) and (ciii), for (i) any conflictthose conflicts, breachbreaches, defaultdefaults, accelerationRepayment Events, terminationliens, modification charges or cancellation which encumbrances that would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect not, singly or in the consummation of the transactions contemplated hereby or (ii) any noticeaggregate, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest security interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeFinancial Industry Regulatory Authority (“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyby NU do not, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or constitute a breach or default (iiwith or without notice or lapse of time, or both) under, or result in the termination of, or give rise to a right of termination, cancelation, modification or acceleration of, any noticeobligation or loss of a benefit under, consent or waiver result in the absence creation of which any Lien upon any of the properties or assets of NU or any NU Subsidiary under (any such conflict, violation, breach, default, termination, right of termination, modification, cancelation or acceleration, loss or creation is referred to herein as a "Violation" with respect to NU and such term when used in Section 3.02 has a correlative meaning with respect to CEI), (A) subject to obtaining the NU Shareholder Approval, the Trust Agreement, (B) the certificate of incorporation or by-laws or similar governing documents of any NU Subsidiary (other than any such Violation that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect and on NU), (C) any loan or credit agreement, note, bond, mortgage, indenture, standstill agreement, lease, deed of trust or other agreement, instrument, permit, concession, franchise, license or similar authorization or any other material agreement applicable to NU or any NU Subsidiary or their respective properties or assets (other than any such Violation that, individually or in the aggregate, would not reasonably be expected have a Material Adverse Effect on NU) or (D) subject to adversely affect obtaining the consummation NU Statutory Approvals and the receipt of the transactions contemplated herebyNU Shareholder Approval, any statute, law, ordinance, rule or regulation (dcollectively, "Applicable Law") result in the imposition or any judgment, decree, order, injunction, writ, permit or license of any Security Interest upon Governmental Entity (as defined in Section 3.01(d)(iii)) applicable to NU or any assets of the Parent NU Subsidiaries or the Acquisition Subsidiary any of their respective properties or assets (e) violate any Laws applicable other than immaterial consents, approvals, orders, authorizations, actions, registrations, declarations or filings, including with respect to the Parent or the Acquisition Subsidiarycommunications systems, exceptzoning, in the case of the foregoing clause (ename change, occupancy and similar routine regulatory approvals), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither (a) Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or and each of the Transaction Documentation to which it is a partyClosing Agreements, when so executed and delivered, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby and thereby will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the certificate of incorporation or bylaws (or equivalent organizational and governing documents) of Seller, any other member of the Seller Group or the Sold Companies, (ii) assuming compliance with the filing and notice requirements set forth in clauses (i) through (iii) of Section 3.5(b), violate any noticeLaw applicable to Seller, consent any other member of the Seller Group or waiver the absence Sold Companies or (iii) except as set forth in Section 3.5(a) of the Seller Disclosure Schedule, result in a material breach of, constitute a material default under, give rise to any right of modification of any material obligations or the loss of any material benefit under, result in the termination of or a right of termination or cancellation under, accelerate in any material respect the performance required by, or otherwise violate in any material respect any Material Contract or any material Permit affecting the assets or properties of any of the Sold Companies or (iv) result in the creation of any Lien (other than Permitted Liens) on any material properties, rights or assets of the Sold Companies. For the avoidance of doubt, nothing in this Section 3.5(a) shall be construed to apply to Company-Owned Intellectual Property, which would not reasonably matters shall be expected exclusively governed by Section 3.13. (b) The execution and delivery by each of Seller and the other members of the Seller Group of this Agreement and each of the Closing Agreements to have which it is or will be a Parent Material Adverse Effect party, and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebyhereby and thereby do not require any Consent of, or filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under the HSR Act, (dii) result any filings as may be required under state securities Laws and (iii) the filings to be made in the imposition compliance with applicable requirements of any Security Interest upon any assets other Laws set forth in Section 3.5(b)(ii) of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectSeller Disclosure Schedule.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither (a) Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or and each of the Transaction Documentation to which it is a partyClosing Agreements, when so executed and delivered, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyand thereby will, will (a) conflict with or without the giving of notice or the lapse of time or both, (i) violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or the Acquisition Subsidiary, as the case may beBuyer, (bii) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D assuming compliance with the SEC filing and notice requirements in clauses (i) through (iv) of Section 4.3(b), violate any Law applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, Buyer or (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration termination of obligations or a right of termination or cancellation under, create in any party any right to terminate, modify or cancelaccelerate the performance required by, or require otherwise violate any notice, consent or waiver under, any contract or instrument material Contract to which the Parent or the Acquisition Subsidiary, as the case may be, Buyer is a party or by which either is bound (iv) result in the creation of any Lien (other than Permitted Liens) on any properties, rights or to which any assets of their assets are subjectBuyer, except, in the case of the foregoing immediately preceding clauses (biii) and (civ), for (i) to the extent that any conflict, breach, default, acceleration, termination, modification or cancellation which such violation would not reasonably be expected to have have, individually or in the aggregate, an adverse effect on the ability of Buyer, or the timing of the ability of Buyer, to consummate the transactions contemplated by this Agreement. (b) The execution and delivery by Buyer of this Agreement and each of the Closing Agreements to which it is or will be a Parent Material Adverse Effect party, and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby and thereby do not require any Consent of, or filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under the HSR Act, (ii) any noticefilings as may be required under state securities Laws, consent (iii) the filings to be made in compliance with applicable requirements of other Laws set forth in Section 4.3(b)(iii) of the Buyer Disclosure Schedule and (iv) such other Orders, Permits, filings and notifications which if not obtained or waiver the absence of which made would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected have, individually or in the aggregate, an adverse effect on the ability of Buyer, or the timing of the ability of Buyer, to adversely affect the consummation of consummate the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectby this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the (a) The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or by each of Parent and Merger Sub does not, and the Transaction Documentation to which it is a party, nor performance of this Agreement by Parent and Merger Sub and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyTransactions will not, will (ai) conflict with or violate the respective certificates of incorporation and by-laws of Parent and Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i)-(v), inclusive, of Section 3.04(b) hereof have been obtained and all filings described in such clauses have been made (and declared effective, if applicable), conflict with or violate any provision of the organizational documents or bylaws of the Laws applicable to Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part any Parent Subsidiaries or by which any of the Parent their respective properties is bound or the Acquisition Subsidiary, as the case may be, any filing withaffected, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in any breach of or constitute a breach of, constitute default (or an event that with or without due notice or lapse of time or bothboth would become a default) a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or alteration of rights under or require the consent or approval of any Person under, or result in the acceleration creation of obligations under, create in a Lien on any party of the properties or assets of Parent or any right to terminate, modify or cancel, or require any notice, consent or waiver underParent Subsidiaries pursuant to, any contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, joint venture, limited liability or partnership agreement or other instrument to which the Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either Parent or any Parent Subsidiaries or any of their respective properties is bound or to which any of their assets are subjectaffected, except, in the case of the foregoing clauses (bii) and (ciii) of this Section 3.04(a), for (i) any conflict, violation, breach, default, accelerationimpairment, termination, modification right or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation lack of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which approval that would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebynot, (d) result individually or in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiaryaggregate, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation of the Transactions by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) the filing of a premerger notification and report form by Parent under the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) the filing with the SEC of the Form S-4 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions, (iv) consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "takeover" or "blue sky" laws of various states, (v) consents, approvals, authorizations, permits, filings or notifications which have heretofore been obtained or made, as the case may be, by Parent and are in full force and effect or (vi) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to Except for the filing applicable requirements of the Certificate Securities Act, the Exchange Act, any applicable state and foreign securities laws, the New York Stock Exchange, the Toronto Stock Exchange and the MGCL, none of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor Articles of Merger by Parent or Sub or the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, thereby will (a) conflict with or violate any provision of the charter, by-laws or similar organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, Sub or any of their respective Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Sub or any of their respective Subsidiaries any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than except for such filings, permits, authorizations, consents or approvals that have been obtained or where the failure to make such filing or obtain such permit, authorization, consent or approval would not individually or in the aggregate reasonably be expected to have a material adverse effect on the ability of Form D with Parent or Sub to timely consummate the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, transactions contemplated hereby or (c) conflict withviolate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to terminateaccelerate, modify terminate or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Lien to which the Parent or the Acquisition Subsidiary, as the case may be, Sub or any of their respective Subsidiaries is a party or by which either Parent or Sub or any of their respective Subsidiaries is bound or to which any of their respective assets are subject, exceptis subject or any Law applicable to Parent or Sub or any of their respective Subsidiaries or any of their respective properties or assets; other than, in the case of the foregoing clauses (b) and clause (c)) above, for (i) any conflictsuch conflicts, breachviolations, defaultbreaches, accelerationdefaults, terminationaccelerations, modification terminations, cancellations, notices, consents, waivers or cancellation which Liens as would not individually or in the aggregate reasonably be expected to have a material adverse effect on the ability of Parent Material Adverse Effect and would not reasonably be expected or Sub to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of timely consummate the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing Consents. Provided that all consents, approvals, authorizations and other actions described in Section 3.1(e) of the Certificate of Merger as required by the DGCLDisclosure Schedule have been obtained or taken, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it Documents by each Seller Party that is a partyparty thereto do not, nor the performance by it of its obligations thereunder will not, and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby thereby by such Seller Party will not, (i) violate or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws provisions of the Parent or the Acquisition Subsidiary, as the case may beOrganizational Documents of any Seller Party, (bii) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect subject to the offering of matters referred to in the Merger Sharesnext sentence, which will be completed by Parent following the Effective Time, (c) conflict with, result in a material breach ofof or default (or event which, constitute (with or without due the giving of notice or lapse of time or both, would constitute a default) under, require consent, approval or authorization under, give rise to a right of termination, acceleration or cancellation under, or result in the creation of any Lien on any property, right or asset of any Company under, any Contract to which any Company is a party, (iii) subject to the matters referred to in the next sentence and except as otherwise set forth in Section 3.1(e) of the Disclosure Schedule, violate or conflict with any Applicable Law or Governmental Order applicable to any Company or by which any of them or any of their respective material properties, assets or rights is bound or subject, or (iv) result in a material breach or violation of any of the terms or conditions of, result in a default under, result or otherwise cause an impairment or revocation of, any Permit used in the acceleration of obligations underBusiness. No material consent, create in any party any right to terminate, modify approval or cancelauthorization of, or require any noticedeclaration or filing with, consent or waiver undernotice to, any contract Governmental Entity is required by or instrument with respect to which any Seller Party in connection with the Parent or the Acquisition Subsidiary, as the case may be, execution and delivery of any Transaction Document by any Seller Party that is a party thereto, the performance by it of its obligations thereunder, or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation by the Seller Parties of the transactions contemplated hereby or and thereby, except for (i) the filing required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (ii) any noticethe consents, consent approvals, authorizations, declarations, filings or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation notices set forth in Section 3.1(e) of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectDisclosure Schedule.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or by Parent, Intermediate Holdco and Merger Sub does not, and the Transaction Documentation to which it is a partyperformance of the obligations of Parent, nor Intermediate Holdco and Merger Sub hereunder and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, them of the transactions contemplated hereby or therebywill not, will (a) conflict with or subject to the receipt of the Required Parent Vote and the adoption of this Agreement by Intermediate Holdco in its capacity as the sole stockholder of Merger Sub, violate any provision of the organizational documents Organizational Documents of Parent, Intermediate Holdco or bylaws of the Merger Sub or any other Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a violation or breach of any provision of, or constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party or give rise to any right to terminateof termination, modify cancellation, payment, acceleration or cancel, or require revocation under any notice, consent or waiver under, any contract or instrument Contract to which the Parent, Intermediate Holdco, Merger Sub or any other Parent or the Acquisition Subsidiary, as the case may be, Subsidiary is a party or by which either is bound Parent, Intermediate Holdco, Merger Sub or to which any other Parent Subsidiary or any of their respective assets are or properties may be bound, (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any property or asset of Parent, Intermediate Holdco, Merger Sub or any other Parent Subsidiary, or (d) assuming the Required Parent Vote and all consents, approvals, authorizations and Permits contemplated by Section 4.05 have been obtained, and all filings, registrations or notifications in Section 4.05 have been made, violate or conflict with any Law to which Parent, Intermediate Holdco, Merger Sub or any other Parent Subsidiary is subject, except, in the case of the foregoing clauses (b), (c) and (cd), for (i) any conflictviolations, breachbreaches, defaultdefaults, accelerationterminations, terminationcancellations, modification payments, accelerations, revocations, creations, impositions or cancellation which would conflicts which, individually or in the aggregate, have not reasonably be expected to have a Parent Material Adverse Effect had and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any noticehave, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing (a) None of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Company of this Agreement or the Transaction Documentation to which it is a partyRelated Agreements, nor the consummation by the Parent Company of the transactions contemplated hereby or thereby or the Acquisition Subsidiarycompliance by the Company with the provisions hereof or thereof, as shall (i) conflict with or result in any violation of any provision of the Company’s Organizational Documents or (ii) assuming that the filings referred to in Section 3.4(b) are made, (x) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any loan, guarantee of indebtedness, credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon the Company, (y) except to secure the obligations under the Senior Financing, result in the creation of any Liens upon any of the properties or assets of the Company or (z) conflict with or violate any applicable Laws, other than, in the case may beof this clause (ii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the validity or enforceability of this Agreement or any of the Related Agreements in any material respect, or on the ability of the Company to fulfill its obligations under this Agreement or any of the Related Agreements in any material respect. (b) Assuming the accuracy and truthfulness of Purchaser’s representations set forth in Article IV, no authorization, consent, approval, waiver, order or permit of, or declaration or filing with, or notification to, any Governmental Entity or any other Person is necessary on the part of the Company in connection with the execution and delivery by the Company of this Agreement or any of the Related Agreements or the consummation by the Company of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflictrequired securities law filings relating to the issuance and sale of the Purchased Preferred Shares which have been filed or are permitted to be filed (and which, breachif required to be filed, defaultshall be filed within the applicable time periods) after the date of such issuance and sale, acceleration(ii) the filing of the Charter with the Delaware Secretary of State, termination(iii) in connection or compliance with the requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, modification or cancellation which and (iv) as would not reasonably be expected to to, individually or in the aggregate, have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect an adverse effect on the consummation validity or enforceability of this Agreement or any of the transactions contemplated hereby Related Agreements in any material respect, or (ii) any notice, consent or waiver on the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation ability of the transactions contemplated hereby, (d) result in the imposition of Company to fulfill its obligations under this Agreement or any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate Related Agreements in any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectmaterial respect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyby Parent and Merger Sub does not, nor and the consummation by Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by Parent or and Merger Sub with the Acquisition Subsidiaryprovisions of this Agreement, as the case may be, of the transactions contemplated hereby or therebyapplicable, will (a) not, conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a any violation or breach of, constitute or default (with or without due notice or lapse of time time, or both) a default under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the acceleration creation of obligations underany Lien in or upon any of the properties, create in rights or assets of Parent or Merger Sub under (i) the certificate of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument material Contract to which the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either is bound or to or, which any of their respective properties, rights or assets are subjectis subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, exceptany Law or Order applicable to Parent or Merger Sub or their respective properties, rights or assets, other than, in the case of the foregoing clauses (bii) and (ciii), for (i) any conflictsuch conflicts, breachviolations, defaultbreaches, defaults, rights of termination, modification, cancellation or acceleration, terminationlosses or Liens that, modification individually or cancellation which in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect Effect. No consent, approval, Order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution and would not reasonably be expected to adversely affect delivery of this Agreement by Parent and Merger Sub, as applicable, or the consummation by Parent and Merger Sub of the Offer, the Merger or the other transactions contemplated hereby by this Agreement, except for (1) (A) the filing of a premerger notification and report form by Parent under the HSR Act and any state securities or “blue sky” laws, the termination of the waiting period required thereunder and (iiB) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any noticeother applicable Antitrust Law, consent (2) the filing of the California Filing with the Secretary of State of the State of California, (3) the filing with the SEC of the Offer Documents and (4) such other consents, approvals, orders, authorizations, actions, registrations, declarations , filings or waiver notifications, the absence failure of which would not reasonably to be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result obtained or made individually or in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required (a) The execution, delivery and performance by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Seller of this Agreement or does not, and the Transaction Documentation execution, delivery and performance by Seller of the Ancillary Documents to which it Seller is a partyparty will not, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby and thereby will not (i) violate any Law, order or thereby, will decree to which Seller or the Business is subject; (aii) conflict with or violate any provision of the organizational documents or bylaws certificate of the Parent or the Acquisition Subsidiaryformation, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withoperating agreement, or permit, authorization, consent other governing documents of Seller; (iii) breach or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect otherwise constitute or give rise to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in or permit the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver obligation under, any contract agreement, contract, lease, license, instrument or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Seller is a party or by which either Seller is bound or to which any of their assets are the Assets is subject, except, (iv) result in the case imposition of any Lien upon any of the foregoing clauses Assets or (v) require any governmental authorizations, approvals and consents. (b) The execution, delivery and (c)performance by HMTS of this Agreement does not, for (i) any conflictand the execution, breachdelivery and performance by HMTS of the Ancillary Documents to which HMTS is a party will not, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby and thereby will not (i) violate any Law, order or decree to which HMTS or the Business is subject; (ii) violate any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation provision of the transactions contemplated herebyarticles of incorporation, bylaws, or other governing documents of HMTS; (diii) breach or otherwise constitute or give rise to a default under, or permit the acceleration of any obligation under, any agreement, contract, lease, license, instrument or other arrangement to which HMTS is a party or by which HMTS is bound; (iv) result in the imposition of any Security Interest Lien upon any assets of the Parent or the Acquisition Subsidiary Assets; or (ev) require any governmental authorizations, approvals and consents. (c) The execution, delivery and performance by ProfitMark of this Agreement does not, and the execution, delivery and performance by ProfitMark of the Ancillary Documents to which ProfitMark is a party will not, and the consummation of the transactions contemplated hereby and thereby will not (i) violate any Laws applicable Law, order or decree to the Parent which ProfitMark or the Acquisition SubsidiaryBusiness is subject; (ii) violate any provision of the certificate of formation, exceptoperating agreement, or other governing documents of ProfitMark; (iii) breach or otherwise constitute or give rise to a default under, or permit the acceleration of any obligation under, any material agreement, contract, lease, license, instrument or other arrangement to which ProfitMark is a party or by which ProfitMark is bound; (iv) result in the case imposition of any Lien upon any of the foregoing clause Assets; or (e)v) require any governmental authorizations, approvals and consents. (d) The execution, delivery and performance by each Owner Entity Shareholder of this Agreement does not, and the execution, delivery and performance by each Owner Entity Shareholder of the Ancillary Documents to which such violations that would Owner Entity Shareholder is a party will not, and the consummation of the transactions contemplated hereby and thereby will not reasonably be expected (i) violate any Law, order or decree to have which any Owner Entity Shareholder or the Business is subject; (ii) breach or otherwise constitute or give rise to a Parent Material Adverse Effectdefault under, or permit the acceleration of any obligation under, any agreement, contract, lease, license, instrument or other arrangement to which any Owner Entity Shareholder is a party or by which any Owner Entity Shareholder is bound; (iv) result in the imposition of any Lien upon any of the Assets; or (v) require any governmental authorizations, approvals and consents.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeFinancial Industry Regulatory Authority (“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that except for any violation which would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by Acquiree and the Parent or the Acquisition Subsidiary, as the case may be, Acquiree Stockholders of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by Acquiree and the Parent or the Acquisition Subsidiary, as the case may be, Acquiree Stockholders of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents or bylaws Acquiree’s articles of the Parent or the Acquisition Subsidiaryassociation, as the case may beamended to date, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Acquiree any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), other than filing of Form D with the SEC except for such permits, authorizations, consents and any applicable state securities filings with respect approvals for which Acquiree is obligated to the offering of the Merger Sharesuse its Reasonable Best Efforts (as defined in Section 4.1), which will be completed by Parent following the Effective Timeto obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, Acquiree is a party or by which either Acquiree is bound or to which any of their assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, for which Acquiree is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent an Acquiree Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (iiiii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent an Acquiree Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Parent or the Acquisition Subsidiary Acquiree or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Acquiree or the Acquisition Subsidiaryany of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, exceptpledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the case Ordinary Course of Business (as defined below) of Acquiree and not material to Acquiree; and “Ordinary Course of Business” means the foregoing clause ordinary course of Acquiree’s business, consistent with past custom and practice (eincluding with respect to frequency and amount), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) subject to obtaining the Required Mediconsult Stockholder Vote and (w) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (x) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (y) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Securities Act and the Securities Exchange Act and (z) obtaining or filing such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by under applicable federal and state securities laws and the DGCLHSR Act (clauses (w) through (z), neither collectively, the execution and delivery by the Parent "Required Filings") violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Governmental Permit or the Acquisition Subsidiaryother restriction of any Governmental Entity, as the case may be, of this Agreement or the Transaction Documentation court to which it any of Mediconsult and its Subsidiaries is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will subject; (aii) conflict with or violate any provision of the organizational documents charter or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, any of Mediconsult and its Subsidiaries or; (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, any of Mediconsult and its Subsidiaries is a party or by which either it is bound or to which any of their its assets are subjectis subject (or result in the imposition of any Security Interest upon any of its assets), except, in the case cases of the foregoing clauses (bi) and (ciii), for (i) any where the violation, conflict, breach, default, acceleration, termination, modification modification, cancellation, or cancellation which failure to give notice would not reasonably be expected to have a Parent Mediconsult Material Adverse Effect Effect. Other than the Required Filings, none of Mediconsult and would its Subsidiaries are required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement. Mediconsult is not reasonably be expected aware of any reason why the approvals of any Governmental Entities necessary to adversely affect the permit consummation of the Merger or the other transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would by this Agreement will not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in received without the imposition of any Security Interest upon any assets of the Parent a condition or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations requirement that would not reasonably be expected to have a Parent Mediconsult Material Adverse Effect.

Noncontravention. Subject to the filing Except as disclosed in Section 3(f) of the Certificate of Merger as required by the DGCLInfo Disclosure Letter, neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court of competent jurisdiction (a "GOVERNMENT ENTITY") to which Info or any of its Subsidiaries is subject or any provision of the organizational documents charter or bylaws by-laws of the Parent Info or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent Info or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, exceptexcept where the violation, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation, or cancellation which failure to give notice would not reasonably be expected to have a Parent an Info Material Adverse Effect or except as set forth in Section 3(f) of the Info Disclosure Letter. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Pennsylvania Business Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and would not reasonably be expected state securities laws, neither Info nor any of its Subsidiaries needs to adversely affect give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the consummation of Parties to consummate the transactions contemplated hereby by this Agreement, except where the failure to give notice, to file or (ii) to obtain any noticeauthorization, consent or waiver the absence of which approval would not reasonably be expected to have an Info Material Adverse Effect. "REQUIRED INFO CONSENTS" means any authorization, consent or approval of a Parent Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 3(f) of the Info Disclosure Letter would not be reasonably expected to have an Info Material Adverse Effect and would not reasonably be expected to adversely affect the consummation for purposes of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (ethis Section 3(f), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing Except as set forth on Section 4(d) of the Certificate of Merger as required by the DGCLDisclosure Schedule, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or any of the Transaction Documentation Ancillary Agreements to which it the Company is or will be a party, party nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (ai) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition SubsidiaryLaw, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withOrder, or permit, authorization, consent or approval of, other restriction of any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Entity to which the Parent Company or the Acquisition Subsidiary, as the case may be, is a party or by which either any of its Subsidiaries is bound or to which any of their the Company’s or its Subsidiaries’ assets are is subject; (ii) violate any provision of the Governing Documents of the Company or any of its Subsidiaries; (iii) conflict with, violate, result in a breach or infringement of, constitute a default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, amend or cancel, or require any notice under any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which the Company’ or any of its Subsidiaries’ assets is subject or (iv) result in the imposition of any Lien upon any of its or its Subsidiaries’ assets, except, in the case of the foregoing clauses (bi), (iii) and (civ), for (i) any where the violation, conflict, breach, infringement, default, acceleration, termination, modification modification, cancellation, failure to give notice, or cancellation which Lien would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect Effect. Except as set forth in Section 4(d) of the Disclosure Schedule, none of the Company or any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity or other Person in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is or will be a party and to consummate the transactions contemplated by this Agreement or such Ancillary Agreement, other than (A) compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, (B) those authorizations, consents and approvals that may be required solely by reason of Buyer being the buyer of the Shares, and (C) those authorizations, consents and approvals (including compliance with and filings and notices under applicable Environmental Health and Safety Requirements) that would not reasonably be expected to adversely affect be material, individually or in the aggregate, to the Company and its Subsidiaries (taken as a whole) or prevent or materially delay performance by the Company of its obligations under this Agreement or any of the Ancillary Agreements to which the Company is or will be a party or the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectthereby.

Noncontravention. Subject to Except for the filing applicable requirements of the Certificate Securities Act, the Securities Exchange Act of Merger 1934, as required by amended (together with the DGCLrules and regulations promulgated thereunder, neither the “Exchange Act”), any applicable state and foreign securities laws, and the MGCL, or as set forth in Schedule 2.3 of the Company Letter, none of the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor Articles of Merger by the Company or the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, thereby will (a) conflict with or violate any provision of the charter, by-laws or similar organizational documents or bylaws of the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries (assuming stockholder approval is received); (b) require on the part of the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries any filing with, or any permit, authorization, consent or approval of, any domestic (federal or state), foreign or supranational court, administrative agency or commission or other governmental or regulatory body, agency, authority or tribunal (each a “Governmental Entity”), other than except for such filings, permits, authorizations, consents or approvals that have been obtained or where the failure to make such filing of Form D with or obtain such permit, authorization, consent or approval would not, individually or in the SEC and any applicable state securities filings with respect aggregate, reasonably be expected to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, have a Material Adverse Effect; (c) conflict withviolate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to terminateaccelerate, modify terminate or cancel, or require any notice, consent consent, approval waiver or waiver exemption under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other arrangement to which the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either the Company or any of its Subsidiaries is bound or to which any of their respective assets are subjectis subject or any judgment, exceptorder, writ, injunction or decree (whether temporary, preliminary or permanent) of any Governmental Entity (each an “Order”), statute, rule, regulation, notice, law or ordinance of any Governmental Entity (each a “Law”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets other than, such conflicts, violations, breaches, defaults, accelerations, terminations, cancellations, notices, consents or waivers as would not individually or in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not aggregate reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby Effect; or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest Lien upon any material assets of the Parent Company or any of its Subsidiaries, which Lien would materially detract from the Acquisition Subsidiary value, or (e) violate any Laws applicable to materially interfere with the Parent or the Acquisition Subsidiaryuse, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectassets.

Noncontravention. Subject Except as set forth on Schedule 3.03 and except where such event would not reasonably be expected to be material to the filing of Acquired Company Entities, taken as a whole, or materially impair their ability to consummate the Certificate of Merger as required by the DGCLTransactions, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, such Acquired Company of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyTransactions, will (a) conflict violates or conflicts with or violate any provision provisions of the organizational governing documents of such Acquired Company or bylaws any of the Parent or the Acquisition Subsidiary, as the case may beits Subsidiaries, (b) require on except for the part applicable requirements of the Parent HSR Act, violates or the Acquisition Subsidiary, as the case may be, conflicts with any filing withLaw or order to which such Acquired Company or any of its Subsidiaries is subject or by which such Acquired Company or any of its Subsidiaries or any of their assets or properties is bound, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict withviolates, result conflicts with or results in a breach of any provision of, constitute constitutes a default (or an event which, with or without due notice or lapse of time or both, would constitute a default) a default under, result results in the acceleration of obligations underof, create creates in any party any Person the right to accelerate, terminate, modify or cancel, or require requires any notice, consent or waiver notice under, or results in the imposition or creation of a Lien, other than a Permitted Lien, upon or with respect to any equity interests or assets of such Acquired Company or its Subsidiaries under, any contract Material Contract or instrument Permit. Except (x) as set forth on Schedule 3.03, (y) for such filings as may be required under the HSR Act, or (z) for the failure to which the Parent obtain any such consent, approval, license, permit, order, authorization, or the Acquisition Subsidiaryregistration, as the case may be, is a party declaration or by which either is bound or to which any of their assets are subject, except, filing described in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation this sentence which would not reasonably be expected to have be material to the Acquired Company Entities taken as a Parent Material Adverse Effect whole or materially impair the Acquired Company Entities’ ability to consummate the Transactions, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by or on behalf of such Acquired Company or any of its Subsidiaries in connection with the execution, delivery and would not reasonably be expected to adversely affect performance of the Transaction Documents or the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectTransactions.

Noncontravention. Subject Except as shall be set forth on Schedule 3.4, to the filing Knowledge of the Certificate of Merger as required by the DGCLGCSI, neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with or violate any provision constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing Entity to which any of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, GCSI or its Subsidiaries is subject or (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any noticenotice or consent under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent GCSI or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or party, by which either GCSI or any of its Subsidiaries is bound or to which any of their assets are subject, except, subject (or result in the case imposition of the foregoing clauses (b) and (cany Lien upon any of their assets), for (i) any except where the violation, conflict, breach, default, default acceleration, termination, modification modification, cancellation, failure to give notice or cancellation which Lien would not reasonably be expected to have a Parent Material Adverse Effect Effect. Neither the execution and would not reasonably be expected to adversely affect the consummation delivery of the transactions contemplated hereby or (ii) any noticethis Agreement, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect nor the consummation of the transactions contemplated hereby, will violate any provision of the charter or bylaws (dor similar governing documents) result of GCSI or any of its Subsidiaries. To the Knowledge of GCSI, and other than in connection with (i) the imposition provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Alabama Business Corporation Act, the Securities Act, the Securities Exchange Act and state securities laws, (ii) the necessary notices to and approvals or consents, if any, of the FCC, and (iii) the necessary notices to and approvals and consents, if any, of state public utility commissions or similar state regulatory bodies pursuant to applicable state laws regulating the telephone, commercial mobile radio service or other telecommunications business, none of GCSI or its Subsidiaries are required to give notice to, file with or obtain authorization, consent or approval of any Security Interest upon any assets of Governmental Entity in order for GCSI to perform its obligations under this Agreement, except where the Parent failure to give such notice, to file or the Acquisition Subsidiary to obtain such authorization, consent or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that approval would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of ---------------- this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court to which either the Purchaser or its Subsidiaries is subject or any provision of the organizational documents charter or bylaws of either the Parent Purchaser or the Acquisition Subsidiary, as the case may be, its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which either the Parent Purchaser or the Acquisition Subsidiary, as the case may be, its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, except, except in the case of clause (ii) where the foregoing clauses (b) and (c)violation, for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation or cancellation which failure to give notice would not reasonably be expected to have a Parent Material Adverse Effect material adverse effect on the business, financial condition or results of operations of the Purchaser and would not reasonably be expected its Subsidiaries taken as a whole or on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement. Other than in connection with the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Nasdaq, the Securities Exchange Act, the Securities Act, state securities laws, and with regard to any required governmental or regulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in (iiS) 4(d) of the Purchaser Disclosure Letter, neither the Purchaser nor its Subsidiaries needs to give any noticenotice to, make any filing with or obtain any authorization, consent or waiver approval of any government or governmental agency in order for the absence of which would not reasonably be expected Parties to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated herebyby this Agreement, (d) result in except where the imposition of failure to give notice, to file or to obtain any Security Interest upon any assets authorization, consent or approval would not have a material adverse effect on the ability of the Parent or Parties to consummate the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither (a) Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyany Parent Ancillary Agreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of the transactions contemplated hereby or thereby, will nor compliance by Parent or Merger Sub with any of the provisions hereof or thereof, will: (ai) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of any provisions of the Organizational Documents of Parent or Merger Sub; (ii) constitute or result in the breach of any term, condition or provision of, or constitute a default under (with or without due notice or lapse of time time, or both) a default ), or give rise to any right of termination, consent, amendment, cancellation, modification or acceleration with respect to, or give rise to any obligation of Parent or Merger Sub to make any payments under, or result in the acceleration creation or imposition of obligations under, create in a Lien upon any party property or assets of Parent or Merger Sub pursuant to any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either is bound or to which any of their respective properties or assets may be subject; or (iii) violate any Law or Order applicable to Parent or Merger Sub or by which any properties or assets owned or used by Parent or Merger Sub are subject, bound or affected; except, in the case of the foregoing clauses (b) and (c)each case, for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which as would not reasonably be expected to have a material adverse effect on the ability of Parent Material Adverse Effect and or Merger Sub to consummate the transactions contemplated by this Agreement, or as would not reasonably materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) Assuming the truth and accuracy of the representations and warranties of the Company contained herein (disregarding all qualifications contained therein relating to materiality or material adverse effect), no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority is required to be expected to adversely affect obtained or made by Parent or Merger Sub in connection with: (i) the execution, delivery and performance by Parent or Merger Sub of this Agreement or any Parent Ancillary Agreement in connection herewith; or (ii) the compliance by Parent or Merger Sub with any of the provisions hereof or thereof or the consummation of the transactions contemplated hereby or (ii) any noticethereby, consent or waiver the absence of which except, in each case, as would not reasonably be expected to have a material adverse effect on the ability of Parent Material Adverse Effect and would not reasonably be expected or Merger Sub to adversely affect the consummation of consummate the transactions contemplated herebyby this Agreement, (d) result in or as would not materially impair the imposition ability of any Security Interest upon any assets of the Parent or Merger Sub to consummate the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyby Parent and Merger Sub do not, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, and Merger Sub of the Merger and the other transactions contemplated hereby or therebyby this Agreement and compliance by Parent and Merger Sub with the provisions of this Agreement will not, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a any violation or breach of, constitute or default (with or without due notice or lapse of time time, or both) a default under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the acceleration creation of obligations any Lien (other than Permitted Liens) in or upon any of the properties or other assets of Parent or Merger Sub or any of Parent’s Subsidiaries under, create in any party any right to terminate(i) the Parent Certificate or the Parent Bye-Laws, modify the Merger Sub Certificate or cancelthe Merger Sub Bylaws, or require the comparable organizational documents of any noticeof Parent’s Significant Subsidiaries, consent or waiver under, (ii) any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either is bound or to which any of their respective properties, rights or other assets are subjectis subject or (iii) subject the governmental filings and other matters referred to in the following sentence, exceptany Law or Order applicable to Parent or any of its Subsidiaries or any of their respective properties or other assets, other than, in the case of the foregoing clauses (bii) and (ciii), for (i) any conflictsuch conflicts, breachviolations, defaultbreaches, defaults, rights of termination, modification, cancellation or acceleration, terminationlosses or Liens that, modification individually or cancellation which in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and would not reasonably be expected to adversely affect delivery of this Agreement by Parent or Merger Sub or the consummation of the Merger or the other transactions contemplated hereby by this Agreement, except for (1) (A) the filing of a premerger notification and report form by Parent under the HSR Act and the termination of the waiting period required thereunder, and (B) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law, (ii2) any noticethe filing with the SEC of (Y) the Form S-4 and (Z) such reports under applicable requirements of the Securities Act, consent or waiver the absence of which would not reasonably Exchange Act, and state securities and “blue sky” laws, as may be expected to have a Parent Material Adverse Effect required in connection with this Agreement and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebyby this Agreement, (d3) result any filings with and approvals of the NYSE, and (4) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made, individually or in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiaryaggregate, except, in the case of the foregoing clause (e), such violations that has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither (a) Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor the consummation of the Merger and the other transactions contemplated by this Agreement, will, with or without the Parent giving of notice or the Acquisition Subsidiarylapse of time or both, as the case may be, of the transactions contemplated hereby or thereby, will (ai) conflict with or violate any provision of the organizational documents memorandum and articles of association (or bylaws comparable organization documents, as applicable) of the Parent or the Acquisition Subsidiary, as the case may beMerger Sub, (bii) require on assuming compliance with the part of filing and notice requirements set forth in Sections 4.3(b)(i) through (v), violate any Law applicable to the Parent or Merger Sub on the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Timedate hereof, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration termination of obligations or a right of termination or cancellation under, create in any party any right to terminate, modify or cancelaccelerate the performance required by, or require otherwise violate any notice, consent or waiver under, any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either is bound (iv) result in the creation of any Lien (other than a Permitted Lien) on an properties, rights or to which any assets of their assets are subjectthe Parent or Merger Sub, except, except in the case of the foregoing clauses (b) and (cii), for (iiii) or (iv) to the extent that any conflict, breach, default, acceleration, termination, modification or cancellation which such violation would not reasonably be expected to have a prevent or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement by the Parent Material Adverse Effect and Merger Sub does not, and the performance thereof will not, require any Order, Permit of, or filing with or notification to, any Governmental Entity, except for (i) such filings under state securities Laws or blue sky Laws, the Securities Act and the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement (including the Proxy Statement and the Schedule 13E-3), (ii) such filings required under the rules and regulations of the Nasdaq, (iii) such filings as may be required under the HSR Act, (iv) such other filings as may be required under the Other Antitrust Laws, (v) the filing and recordation of appropriate merger or other documents as required by the Cayman Companies Law, (vi) the filings set forth in Section 3.4(b) of the Disclosure Schedule and (vii) such Orders, Permits, filings and notifications which if not obtained or made would not reasonably be expected to adversely affect prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectby this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, to the filing requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, to the regulatory approvals, if any, required under Indian laws, and to the filing or other regulatory requirements of any other applicable U.S. or foreign regulatory body, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Company of this Agreement or the Transaction Documentation to which it is a partyany other agreement provided for herein, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Company of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents Certificate of Incorporation or bylaws By-laws of the Parent Company each as amended or restated to date, or the Acquisition Subsidiary, Certificate of Incorporation or By-laws (or comparable organizational documents) of any Subsidiary each as the case may beamended or restated to date , (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may beCompany, any Subsidiary or any Company Stockholder or Management Participant any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) except as set forth in Section 2.4 of the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Parent Company or the Acquisition Subsidiary, as the case may be, any Subsidiary is a party or by which either the Company or any Subsidiary is bound or to which any of their the assets of the Company or any Subsidiary are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent Company or the Acquisition any Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Acquisition Company, any Subsidiary, except, in the case any Company Stockholder or Management Participant or any of their respective properties or assets. Section 2.4 of the foregoing clause (e)Disclosure Schedule sets forth a true, such violations correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, that would not reasonably be expected to have a Parent Material Adverse Effectare required in connection with the consummation by the Company, the Company Stockholders and the Management Participants of the transactions contemplated by this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither (a) Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation any other Ancillary Agreement to which it the Company is a party, party nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the Merger and the other transactions contemplated hereby or therebythereby will, will (a) conflict with or without the giving of notice or the lapse of time or both, (i) violate any provision of the organizational documents certificate of incorporation or bylaws (or equivalent organizational and governing documents) of the Parent Company or the Acquisition Subsidiary, as the case may beany Subsidiary thereof, (bii) require on assuming compliance with the part filing and notice requirements set forth in clauses (i) through (viii) of Section 3.4(b), violate any Law applicable to the Company or any of its Subsidiaries or (iii) except as set forth in Section 3.4(a) of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict withDisclosure Schedule, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration termination of obligations or a right of termination or cancellation under, create in any party any right to terminate, modify or cancelaccelerate the performance required by, or require otherwise violate any notice, consent or waiver under, any contract or instrument Material Contract to which the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either is bound (iv) result in the creation of any Lien (other than Permitted Liens) on any properties, rights or to which assets of the Company or any of their assets are subjectits Subsidiaries, except, in the case of the foregoing immediately preceding clauses (bii), (iii) and (civ), for (i) to the extent that any conflict, breach, default, acceleration, termination, modification or cancellation which such violation would not reasonably be expected to have (A) have, individually or in the aggregate, a Parent Material Adverse Effect or (B) prevent or materially delay the Company from performing its obligations under this Agreement or the Ancillary Agreements to which it is a party in any material respect. (b) The execution and delivery by the Company of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance thereof by the Company will not, require any Order, Permit of, or filing with or notification to, any Governmental Entity, except for (i) such filings under state securities Laws or blue sky Laws, the Securities Act and the Exchange Act as may be required in connection with this Agreement and the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (including the definitive information statement mailed to the stockholders of the Company and filed with the SEC (along with any amendments and supplements thereto, the “Information Statement”)), (ii) such filings as may be required under the rules and regulations of the New York Stock Exchange (the “NYSE”), including any applications for delisting of the Common Stock with the NYSE, (iii) such filings as may be required under the HSR Act, (iv) such filing with the European Commission of a merger notification in accordance with Council Regulation (EC) 139/2004, the E.C. Merger Regulation (the “ECMR”), (v) the applicable requirements of the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to Article 9 of the ECMR, (vi) such other filings as may be required under the Other Antitrust Laws, (vii) the filing and recordation of appropriate merger or other documents as required by the DGCL and by relevant authorities of other jurisdictions in which the Company is qualified to do business (including the Certificate of Merger), (viii) the filings set forth in Section 3.4(b) of the Disclosure Schedule and (ix) such other Orders, Permits, filings and notifications which if not obtained or made would not reasonably be expected to adversely affect (A) have, individually or in the consummation of the transactions contemplated hereby or (ii) any noticeaggregate, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (eB) violate prevent or materially delay the Company from performing its obligations under this Agreement in any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectmaterial respect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Seller of this Agreement or the Transaction Documentation any other documents required hereunder to which it is a partybe executed and delivered by Seller pursuant to this Agreement, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Seller of the transactions contemplated hereby or therebyhereunder, will not (a) conflict with with, violate or violate any provision result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the organizational documents or bylaws consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Parent Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Acquisition Subsidiary, as the case may beConditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require on the part of the Parent or the Acquisition Subsidiary, as the case may bea Consent under, any filing withLaw, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or permit, authorization, consent or approval ofrequire a Consent under, any Governmental EntityLaw, Order, Contract (other than filing of Form D with the SEC and any applicable state securities filings with respect Gulf LNG LLC Agreement), document or Permit to which the offering of Company is a party or to which the Merger Shares, which will be completed by Parent following the Effective TimeCompany or its assets are subject, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration creation of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Lien upon the Parent Unconditioned Interest or the Acquisition SubsidiaryConditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, as to the case may beKnowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), is a party the Company, to obtain or by which either is bound make any Consent from or to which with any of their assets are subjectPerson, exceptother than the Gulf LNG Consent, except in the case of the foregoing clauses (b) and ), (c)) or (d) above, for (i) any conflict, such breach, default, accelerationviolation, terminationor Consent that, modification individually or cancellation which in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLThe execution, neither the execution delivery and delivery by the Parent or the Acquisition Subsidiary, as the case may be, performance of this Agreement or and the Transaction Documentation to which it is a partyCompany Stockholder Voting Agreement by Parent do not, nor and the consummation by Parent of the Merger and the other transactions contemplated by this Agreement and the Company Stockholder Voting Agreement and compliance by Parent or with the Acquisition Subsidiaryprovisions of this Agreement and the Company Stockholder Voting Agreement, as the case may be, of the transactions contemplated hereby or therebyapplicable, will (a) not, conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a any violation or breach of, constitute or default (with or without due notice or lapse of time time, or both) a default under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the acceleration creation of obligations any Lien in or upon any of the properties, rights or assets of Parent or any of its Subsidiaries under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver approval by, or any notice to, any person under, (i) subject to receipt of the Parent Stockholder Approval, the Parent Certificate or the Parent Bylaws, (ii) any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either is bound or to which any of their respective properties, rights or assets are subjectis subject or (iii) subject to receipt of the Parent Stockholder Approval and the governmental filings and other matters referred to in the following sentence, exceptany Law or Order applicable to Parent or any of its Subsidiaries or their respective properties, rights or assets, other than, in the case of the foregoing clauses (bii) and (ciii), for (i1) any conflictsuch conflicts, breachviolations, defaultbreaches, defaults, rights of termination, modification, cancellation or acceleration, terminationlosses or Liens and (2) any failure to obtain any such consents or approvals, modification in the case of clauses (1) and (2), that individually or cancellation which in the aggregate have not had and would not reasonably be expected to have a Parent Material Adverse Effect Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and would not reasonably be expected performance by Parent of this Agreement and the Ancillary Agreements to adversely affect which Parent is a party or the consummation by Parent of the Merger or the other transactions contemplated by this Agreement and such Ancillary Agreements, except for (1) (A) the filing of a premerger notification and report form by Parent under the HSR Act and the expiration or earlier termination of the waiting period required thereunder and (B) filings with respect to, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law, (2) the filing with the SEC of (Y) the Form S-4 and (Z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) any filings with and approvals of the Nasdaq Global Select Market, (4) any filings required pursuant to applicable foreign securities laws and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement, the Ancillary Agreements to which Parent is a party and the transactions contemplated hereby or and thereby, (ii5) any noticethe filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (6) such other consents, consent or waiver approvals, orders, authorizations, actions, registrations, declarations and filings the absence failure of which would not reasonably to be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result obtained or made individually or in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that aggregate have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to Except for (A) filings required under the filing Securities Act of 1933, as amended and/or the Certificate Securities and Exchange Act of 1934, as amended, and (B) Security Interests that may be granted by Parent and its Subsidiaries and/or the Buyer and Merger as required Subsidiary in connection with the “Required Financing” contemplated by the DGCLSection 4.6 of this Agreement, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, and Buyer of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, and Buyer of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may beBuyer, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may beBuyer, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, Buyer is a party or by which either is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent DSH Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent DSH Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary Buyer or (e) violate any Laws applicable to the Parent Parent, Buyer or the Acquisition SubsidiaryMerger Subsidiary or any of their properties or assets. For purposes of this Agreement, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent “DSH Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations of the Parent, the Buyer and their respective subsidiaries, when taken as a consolidated whole.

Noncontravention. Subject to the filing Except as disclosed in Section 4(f) of the Certificate of Merger as required by the DGCLIBS Disclosure Letter, neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the organizational documents charter or bylaws by-laws of the Parent IBS or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent either IBS or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, except, except in the case of clause (ii) where the foregoing clauses (b) and (c)violation, for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation or cancellation which failure to give notice would not reasonably be expected to have a Parent an IBS Material Adverse Effect Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and would not reasonably be expected state securities laws, neither IBS nor any of its Subsidiaries needs to adversely affect give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the consummation of Parties to consummate the transactions contemplated hereby by this Agreement, except where the failure to give notice, to file or (ii) to obtain any noticeauthorization, consent or waiver the absence of which approval would not reasonably be expected to have a Parent an IBS Material Adverse Effect and or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent an IBS Material Adverse EffectEffect for purposes of this Section 4(f).

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Acquiror and Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent Acquiror or the Acquisition Subsidiary, as the case may be, certificate of incorporation or bylaws of Merger Sub; (b) require on the part of the Parent Acquiror or the Acquisition SubsidiaryMerger Sub any registration, as the case may be, any declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, other than except for (i) compliance with the applicable requirements of HSR, (ii) the filing by Acquiror of Form D such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) any applicable state securities filings with respect registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Acquiror’s or Merger Sub’s ability to consummate the offering Merger or any of the Merger Shares, which will be completed by Parent following the Effective Time, other transactions contemplated hereby (an “Acquiror Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument agreement to which the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either Acquiror or Merger Sub is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification acceleration or cancellation which right to terminate or modify that would not reasonably be expected to have a Parent result in an Acquiror Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence failure of which to make or obtain would not reasonably be expected to result in an Acquiror Material Adverse Effect; (d) violate any order, writ, injunction or decree applicable to Acquiror or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have a Parent an Acquiror Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or Effect; (e) violate any Laws applicable to the Parent Acquiror or the Acquisition SubsidiaryMerger Sub or any of their respective properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have a Parent result in an Acquiror Material Adverse Effect; or (f) render Acquiror insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither (a) Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation any other Ancillary Agreement to which it the Parent or Merger Sub is a party, party nor the consummation of the Merger and the other transactions contemplated by this Agreement, will, with or without the Parent giving of notice or the Acquisition Subsidiarylapse of time or both, as the case may be, of the transactions contemplated hereby or thereby, will (ai) conflict with or violate any provision of the organizational documents certificate of formation or bylaws limited liability company agreement (or comparable organization documents, as applicable) of the Parent or the Acquisition Subsidiary, as the case may beMerger Sub, (bii) require on assuming compliance with the part of filing and notice requirements set forth in Sections 4.3(b)(i) through (viii), violate any Law applicable to the Parent or Merger Sub on the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Timedate hereof, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration termination of obligations or a right of termination or cancellation under, create in any party any right to terminate, modify or cancelaccelerate the performance required by, or require otherwise violate any notice, consent or waiver under, any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either is bound (iv) result in the creation of any Lien (other than a Permitted Lien) on an properties, rights or to which any assets of their assets are subjectthe Parent or Merger Sub, except, except in the case of the foregoing clauses (b) and (cii), for (iiii) or (iv) to the extent that any conflict, breach, default, acceleration, termination, modification or cancellation which such violation would not reasonably be expected to have prevent or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement by the Parent and Merger Sub and each Ancillary Agreement to which it is a Parent Material Adverse Effect party does not, and the performance thereof will not, require any Order, Permit of, or filing with or notification to, any Governmental Entity, except for (i) such filings under state securities Laws or blue sky Laws, the Securities Act and the Exchange Act as may be required in connection with this Agreement and the Ancillary Agreements, the Merger and the other transactions contemplated by this Agreement (including the Information Statement), (ii) such filings required under the rules and regulations of the NYSE, (iii) such filings as may be required under the HSR Act, (iv) such filing with the European Commission of a merger notification in accordance with the ECMR, (v) the applicable requirements of the competent authority of any member state of the European Union to which any of the transactions contemplated by this Agreement is referred pursuant to Article 9 of the ECMR, (vi) such other filings as may be required under the Other Antitrust Laws, (vii) the filing and recordation of appropriate merger or other documents as required by the DGCL (including the Certificate of Merger), (viii) the filings set forth in Section 3.4(b) of the Disclosure Schedule and (ix) such Orders, Permits, filings and notifications which if not obtained or made would not reasonably be expected to adversely affect prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectby this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLNevada Act, neither the execution and delivery by the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, (b) require on the part of the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger SharesFinancial Industry Regulatory Authority (“FINRA”), for which Parent and MergerCo are responsible and which Parent and MergerCo will be completed by Parent following the Effective Timeprovide when necessary, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.of

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act, and to the filing or other regulatory requirements, if any, of any other applicable U.S. or foreign regulatory body and the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, neither the execution and delivery by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of this Agreement or (in the Transaction Documentation to which it is a partycase of the Buyer) the Escrow Agreement, nor the performance by the Buyer or the Transitory Subsidiary of their respective obligations hereunder or thereunder, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent Buyer or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other agreement to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition Subsidiary, except, in the case Transitory Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.their properties or assets

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the (a) The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Purchaser of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, and the compliance by Purchaser with the provisions of this Agreement do not and will (a) not conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a any violation or breach of, constitute or default (with or without due notice or lapse of time or both) a default under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the acceleration creation of obligations any Lien in or upon any of the properties or assets of Purchaser under, create in or give rise to any party any right to terminateincreased, modify additional, accelerated or cancel, guaranteed rights or require any notice, consent or waiver entitlements under, any contract provision of (i) Purchaser’s Certificate of Incorporation or instrument Bylaws, (ii) any Law or Judgment, with respect to which the Parent Purchaser’s properties or the Acquisition Subsidiaryassets, as the case may be, is a party or by which either is bound or to which any of their assets are subject, exceptother than, in the case of the foregoing clauses clause (b) and (cii), for (i) any conflictsuch conflicts, breachviolations, defaultbreaches, accelerationdefaults, terminationrights, modification losses, Liens or cancellation which would entitlements that individually or in the aggregate are not reasonably be expected likely to have a Parent Material Adverse Effect and would not reasonably be expected impair in any material respect the ability of Purchaser to adversely affect the consummation of the transactions contemplated hereby perform its obligations under this Agreement, or (ii) any notice, consent prevent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect materially impede or delay the consummation of the transactions contemplated hereby. (b) No consent, (d) result approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Purchaser in connection with the execution and delivery by Purchaser of this Agreement, the consummation by Purchaser of the transactions contemplated by this Agreement or the compliance by Purchaser with the provisions of this Agreement, except for such consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made individually or in the imposition aggregate would not impair in any material respect the ability of any Security Interest upon any assets Purchaser to perform its obligations under this Agreement, or prevent or materially impede or delay the consummation of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttransactions contemplated hereby.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Acquiror and Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent Acquiror or the Acquisition Subsidiary, as the case may be, certificate of incorporation or bylaws of Merger Sub; (b) require on the part of the Parent Acquiror or the Acquisition SubsidiaryMerger Sub any registration, as the case may be, any declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, other than filing of Form D except for (i) compliance with the applicable requirements of HSR and applicable foreign antitrust or trade regulation laws, (ii) the filing by Acquiror of such reports and information with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) any applicable state securities filings with respect registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Acquiror’s or Merger Sub’s ability to consummate the offering Merger or any of the Merger Shares, which will be completed by Parent following the Effective Time, other transactions contemplated hereby (an "Acquiror Material Adverse Effect"); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument agreement to which the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either Acquiror or Merger Sub is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification acceleration or cancellation which right to terminate or modify that would not reasonably be expected to have a Parent result in an Acquiror Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver waiver, the absence failure of which to make or obtain would not reasonably be expected to have a Parent result in an Acquiror Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Effect; (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction or decree applicable to the Parent Acquiror or the Acquisition SubsidiaryMerger Sub or any of their respective properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have a Parent an Acquiror Material Adverse Effect; (e) violate any statute, rule or regulation applicable to Acquiror or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to result in an Acquiror Material Adverse Effect; or (f) render Acquiror insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to the filing Except as set forth in Section 2.3 of the Certificate of Merger as required by the DGCLDisclosure Schedule, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Seller of this Agreement, the Ancillary Agreements, the Transition Services Agreement, the Non-Exclusive License Agreement, the Registration Rights Agreement, the Services Agreement or the Transaction Documentation to which it is a party, Sublease Agreement nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Seller of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents Articles of Association or bylaws by-laws of the Parent or the Acquisition Subsidiary, as the case may beSeller, (b) require on the part of the Parent Seller any notice to or the Acquisition Subsidiary, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and except for any applicable state securities filings with respect filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, result in a Business Material Adverse Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, Seller is a party or by which either the Seller is bound or to which any of their its assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which which, individually or in the aggregate, would not reasonably be expected to have a Parent Business Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which which, individually or in the aggregate, would not reasonably be expected to have a Parent Business Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary Business or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Seller or the Acquisition Subsidiaryany of its respective properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have result in a Parent Business Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLBCA, neither the execution and delivery by the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, (b) require on the part of the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or Parent, the Acquisition Subsidiary, except, in the case Subsidiary or Leaseco or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing Assuming receipt of the Certificate HSR Approval and the Governmental Authorizations set forth on Exhibit D, except as set forth on Schedule 3D of Merger as required by the DGCLCompany Disclosure Letter, neither the execution execution, delivery and delivery by the Parent or the Acquisition Subsidiary, as the case may be, performance of this Agreement or the Transaction Documentation to which it is a partyby Seller do not, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Seller of the transactions contemplated hereby or therebywill not, will (ai) conflict with contravene or violate any provision of the organizational documents or bylaws Organizational Documents of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withSeller, or permit, authorization, consent or approval (ii) constitute a material default of, give any Governmental Entity, other than filing of Form D with third party the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancelaccelerate any obligation under, or require any noticeauthorization, consent consent, approval, exemption or waiver underother action by, or notice to, any contract or instrument Governmental Entity as a result of, any Order to which the Parent or the Acquisition Subsidiary, as the case may beSeller, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected with respect to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e)ii) as would not, such violations individually or in the aggregate, be material. 3E. Title. Seller owns, beneficially and of record, each Seller Interest free and clear of all Liens other than those arising pursuant to this Agreement and applicable securities Laws. All of the Seller Interests have been duly authorized and validly issued pursuant to the Company’s Organizational Documents. Seller hereby represents and warrants as of the Original Agreement Date that, except as set forth on Schedule 3E of the Company Disclosure Letter, (i) there are no outstanding options, warrants or other rights to purchase or otherwise acquire any equity interests of the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Company or its Subsidiaries and (iii) there are no voting trusts, limited liability company agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or transfer of any of the equity interests of the Company or any of its Subsidiaries. Seller hereby represents and warrants as of the Closing Date, should the Closing occur, that would not reasonably be expected (i) there are no outstanding options, warrants or other rights to have purchase or otherwise acquire any equity interests of the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Company or its Subsidiaries and (iii) there are no voting trusts, limited liability company agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a Parent Material Adverse Effectparty with respect to the voting or transfer of any of the equity interests of the Company or any of its Subsidiaries.

Noncontravention. Subject to The execution, delivery, and performance by the filing Borrower and each of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Guarantors of this Agreement or and the Transaction Documentation other Loan Documents to which it is a party, nor party and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, it of the transactions contemplated hereby or thereby, and thereby do not and will not (ai) conflict with or violate result in a violation of any provision of the organizational documents charter or bylaws of the Parent Borrower or the Acquisition Subsidiary, as the case may beany Guarantor, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, with or result in a breach violation of any provision of, or constitute (with or without due the giving of notice or lapse the passage of time or both) a default under, result in or give rise (with or without the acceleration giving of obligations under, create in any party notice or the passage of time or both) to any right to terminateof termination, modify cancellation, or cancelacceleration under, or require any noticeconsent, consent approval, authorization or waiver underof, or notice to, any contract party to, any bond, debenture, note (including, without limitation, the Ascend Note and the Convertible Notes) mortgage, indenture, lease, contract, agreement, or other instrument or obligation (each, a "MATERIAL CONTRACT"), to which the Parent Borrower or the Acquisition Subsidiary, as the case may be, any Guarantor is a party or by which either is bound the Borrower or to which any Guarantor or any of their assets are subjectrespective properties may be bound or any Permit held by the Borrower or any Guarantor, (iii) except with respect to Liens in favor of the Administrative Agent and the Lenders, result in the creation or imposition of any Encumbrance upon the properties of the Borrower or any Guarantor, or (iv) assuming compliance with the matters referred to in SECTION 3.7, violate any Applicable Law binding upon the Borrower or any Guarantor, except, in the case of the foregoing clauses (b) ii), (iii), and (c)iv) above, for (i) any conflictsuch conflicts, breachviolations, defaultdefaults, accelerationterminations, terminationcancellations, modification accelerations, or cancellation Encumbrances which would not reasonably be expected to not, individually or in the aggregate, have a Parent Material Adverse Effect Effect, and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e)ii) above, for (A) such violations consents, approvals, authorizations, and waivers that would not reasonably be expected to have a Parent Material Adverse Effectbeen obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers, and notices that are disclosed on SCHEDULE 3.6.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Acquiror and Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent Acquiror or the Acquisition Subsidiary, as the case may be, certificate of incorporation or bylaws of Merger Sub; (b) require on the part of the Parent Acquiror or the Acquisition SubsidiaryMerger Sub any registration, as the case may be, any declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, other than except for (i) the filing by Acquiror of Form D such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) any applicable state securities filings registration, *Confidential Treatment Requested. Omitted portions filed with respect the Commission. declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have an Acquiror Material Adverse Effect, and (iii) the offering filing of the Certificate of Merger Shares, which will be completed by Parent following with the Effective Time, Secretary of State of the State of Delaware; (c) (i) in any material respect, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default underunder any material contract or agreement to which Acquiror or Merger Sub is a party or by which Acquiror or Merger Sub is bound, result in the acceleration of obligations under, (ii) create in any party any right to terminate, terminate or modify in any material respect any such material contract or cancel, agreement or (iii) require any notice, consent or waiver under, under any such material contract or instrument agreement; (d) violate any order, writ, injunction or decree applicable to which the Parent Acquiror or the Acquisition Subsidiary, as the case may be, is a party Merger Sub or by which either is bound or to which any of their assets are subjectrespective properties or assets, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations violation that would not reasonably be expected to have a Parent an Acquiror Material Adverse Effect; (e) violate any statute, rule or regulation applicable to Acquiror or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have an Acquiror Material Adverse Effect; or (f) render Acquiror insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby hereby, shall (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or therebyother restriction of any, will federal, state and foreign court, commission, governmental body, regulatory or administrative agency, authority or tribunal (aeach "Governmental Entity") conflict with to which Target is subject or violate any provision of the organizational documents Restated Certificate, or bylaws of the Parent Target or the Acquisition Subsidiary(ii) assuming that all consents, as the case may beapprovals, (bauthorizations and other actions described in Schedule 3(d) require on the part of the Parent have been obtained and all filings and obligations described such Schedule 3(d) have been made or the Acquisition Subsidiary, as the case may be, any filing complied with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, mortgage, note lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Target is a party or by which either it is bound or to which any of their its material assets are subject, except, is subject (or result in the case imposition of the foregoing clauses any Security Interest upon any of its material assets), except where with respect to (bi) and (c)ii) above the violation, for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation, or cancellation which failure to give notice would not have a Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement or upon Parent or Sub. Except as set forth in Schedule 3(d) of the Target Disclosure Schedule, other than (A) the filings and/or notices in connection with the provisions of the Delaware Act or state securities laws and (B) such other consents, approvals, orders, authorizations, permits, filings, reports, or modifications that if not obtained or made would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect prevent or delay the consummation of the transactions contemplated hereby by this Agreement, Target does not need to give any notice to, make any filing with, or (ii) obtain any noticeauthorization, consent consent, or waiver approval of any Governmental Entity in order for the absence of which would not reasonably be expected Parties to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectby this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with or violate any provision of the organizational documents charter or bylaws of any of Parent and its Subsidiaries or (ii), assuming compliance with the Parent or matters referred to in the Acquisition Subsidiary, as the case may benext sentence of this Section 4.4, (bA) require on the part violate any Laws or Governmental Order to which any of the Parent and its Subsidiaries is subject or the Acquisition Subsidiary(B) with or without notice, as the case may belapse of time or both, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the any of Parent or the Acquisition Subsidiary, as the case may be, and its Subsidiaries is a party or by which either it is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses is subject (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiaryits assets), except, in the case of the foregoing clause (eii), such violations violation, breach, default, acceleration or other change that would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. Except for (a) any FCC Consent, State PUC Consent or consent or approval of any other Governmental Entity identified in Section 3.3 of the Company Disclosure Letter or in Section 4.4 of the Parent Disclosure Letter, in each case as required by applicable Laws, (b) the filing of the Certificate of Merger with the Michigan Department of Labor & Economic Growth, Bureau of Commercial Services pursuant to the Michigan Law and of appropriate documents with relevant authorities of other states in which Company is qualified to do business to reflect such Certificate of Merger filing, (c) filings by Parent under, and compliance by Parent with the requirements under, the Securities Exchange Act, the Securities Act, applicable state securities laws and the applicable requirements of Nasdaq and (d) any other third party approvals as are reflected in Section 4.4 of the Parent Disclosure Letter, the execution, delivery and performance by Parent and Merger Sub of this Agreement and the transactions contemplated hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any Governmental Entity or any other third Person except for those that the failure to make or obtain would not be reasonably expected to have a Material Adverse Effect on Parent.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, and Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents Certificate of Incorporation or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, Certificate of Incorporation or bylaws of Merger Sub; (b) require on the part of the Parent or the Acquisition SubsidiaryMerger Sub any registration, as the case may be, any declaration or filing with, or any permit, Order, authorization, consent or approval of, any Governmental Entity, other than filing of Form D except for (i) compliance with the SEC and any applicable state securities filings with respect to the offering requirements of the HSR Act and foreign antitrust or trade regulation applicable Laws, (ii) compliance with reporting under the Securities and Exchange Act of 1934, as amended, and (iii) any registration, declaration, filing, permit, Order, authorization, consent or approval which if not made or obtained would not reasonably be expected to result in a material adverse effect on Parent’s or Merger Shares, which will be completed by Parent following Sub’s ability to consummate the Effective Time, Merger; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either Parent or Merger Sub is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation that which would not reasonably be expected to have result in a Parent Material Adverse Effect and would not reasonably be expected material adverse effect on Parent’s or Merger Sub’s ability to adversely affect consummate the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Merger; (d) result in the imposition of violate any Security Interest upon any assets of the Order, writ, injunction or decree applicable to Parent or the Acquisition Subsidiary Merger Sub or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiaryof their respective material Assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have result in a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger; or (e) violate any applicable Law applicable to Parent Material Adverse Effector Merger Sub or any of their respective material Assets, except for any violation that would not reasonably be expected to result in a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger.

Noncontravention. Subject to compliance with the filing applicable requirements of the Certificate of Merger as required by the DGCL▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and applicable foreign antitrust or trade regulation laws, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Buyer of this Agreement or the Transaction Documentation Ancillary Agreements to which it is the Buyer will be a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Buyer of the transactions contemplated hereby or thereby, will will: (a) conflict with or violate any provision of the organizational documents charter or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, Buyer; (b) require on the part of the Parent Buyer any filing, designation, declaration or the Acquisition Subsidiary, as the case may be, any filing registration with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with except for any filing, designation, declaration, registration, permit, authorization, consent or approval which if not obtained or made would not, individually or in the SEC and any applicable state securities filings with respect aggregate, reasonably be expected to result in a material adverse effect on the offering ability of the Merger Shares, which will be completed Buyer to consummate the transactions contemplated by Parent following the Effective Time, this Agreement (a "Buyer Material Adverse Effect"); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any the right to terminate, modify cancel or cancelmodify, or require any notice, consent consent, approval, authorization or waiver under, any contract or instrument agreement to which the Parent or the Acquisition Subsidiary, as the case may be, Buyer is a party or by which either the Buyer is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, accelerationacceleration or right to terminate, terminationcancel or modify that would not, modification individually or cancellation which would not in the aggregate, reasonably be expected to have result in a Parent Buyer Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or Effect, (ii) any notice, consent consent, approval, authorization or waiver the absence of which would not not, individually or in the aggregate, reasonably be expected to have result in a Parent Buyer Material Adverse Effect and or (iii) any consent set forth on Schedule 3.3(c); or (d) violate any order, writ, injunction, judgment, ruling, decision or decree specifically naming, or statute, rule, law, ordinance or regulation applicable to, the Buyer or any of its properties or assets, except for any violation that would not not, individually or in the aggregate, reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Buyer Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Company of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Company of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Company or the Acquisition any Company Subsidiary, as the case may be, (b) require on the part of the Parent Company or the Acquisition any Company Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any federal, state or local court, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign (“Governmental Entity”), other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger SharesFinancial Industry Regulatory Authority, which will be completed by Parent following the Effective TimeInc., (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Company or the Acquisition any Company Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Company Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or by any of the other Transaction Documents or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Company Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebyhereby or by any of the other Transaction Documents, (d) result in the imposition of any new Security Interest upon any assets of the Parent Company or the Acquisition any Company Subsidiary or (e) violate any Laws laws applicable to the Parent Company or the Acquisition any Company Subsidiary, except, in the case of the foregoing clause (e), such violations that except for any violation which would not reasonably be expected to have a Parent Company Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Acquiror and Merger Sub of this Agreement or and the Transaction Documentation to which it is a party, Ancillary Agreements nor the consummation by Acquiror and the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of the transactions contemplated hereby or thereby, will will: (a) conflict with or violate result in any violation of any provision of the organizational documents respective Certificates of Incorporation, Articles of Incorporation or bylaws By-laws of the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub; (b) require on the part of the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub any filing with, or permit, authorization, consent or approval of, any Governmental EntityAuthority, other than filing of Form D with the SEC and except for any applicable state securities filings with respect filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, result in an Acquiror Material Adverse Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument agreement to which the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either Acquiror or Merger Sub is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification acceleration or cancellation which right to terminate or modify that would not reasonably be expected to have a Parent result in an Acquiror Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent result in an Acquiror Material Adverse Effect and Effect; (d) violate any order, writ, injunction or decree specifically naming the Acquiror or Merger Sub or any of their respective properties or assets which would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or have an Acquiror Material Adverse Effect; or (e) violate any Laws statute, rule or regulation applicable to the Parent Acquiror or the Acquisition SubsidiaryMerger Sub or any of their respective properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have a Parent result in an Acquiror Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Adsmart of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Adsmart of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents Restated Certificate of Incorporation or bylaws Amended and Restated By-laws of the Parent Adsmart or the Acquisition Subsidiarycharter, By-laws or other organizational document of any Subsidiary (as the case may bedefined below), (b) require on the part of the Parent Adsmart or the Acquisition Subsidiary, as the case may be, any Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Adsmart or the Acquisition Subsidiary, as the case may be, any Subsidiary is a party or by which either Adsmart or any Subsidiary is bound or to which any of their assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent an Adsmart Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent an Adsmart Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Parent Adsmart or the Acquisition any Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Adsmart, any Subsidiary or the Acquisition Subsidiaryany of their properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, exceptpledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the case Ordinary Course of Business (as defined below) of Adsmart and not material to Adsmart; and "Ordinary Course of Business" means the foregoing clause (e)ordinary course of Adsmart's business, such violations that would not reasonably be expected to have a Parent Material Adverse Effectconsistent with past custom and practice.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL(a) The execution, neither the execution delivery and delivery by the Parent or the Acquisition Subsidiary, as the case may be, performance of this Agreement or and the other Transaction Documentation Documents to which it Buyer is a partyparty by Buyer does not, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby and thereby will not (in each case, with or therebywithout due notice or lapse of time, will or both) (ai) conflict with or violate any provision of the organizational documents Organizational Documents of Buyer; (ii) conflict with or bylaws of the Parent violate any Law or the Acquisition Subsidiary, as the case may be, Order applicable to Buyer; or (biii) require on the part of the Parent result in a violation or the Acquisition Subsidiary, as the case may be, any filing withbreach of, or permitconstitute a default (or give rise to any right of termination, cancellation, modification or acceleration) under, or result in a forfeiture, impairment or acceleration of rights or obligations under, or otherwise give any Person a basis for nonperformance under, or require that any authorization, consent or approval ofbe obtained with respect to, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, Buyer is a party or by which either is any of its assets are bound or to which any Permit of Buyer; or (iv) result in the creation of any Encumbrance on any of their the assets are subjector properties of Buyer, the Company or the Acquired Interests, except, in the case of the foregoing each of clauses (bii) and through (civ), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which as would not reasonably be expected expected, individually or in the aggregate, to have prevent or materially impair or delay Buyer’s ability to consummate the transactions contemplated by this Agreement or the other Transaction Agreements to which Buyer is a Parent Material Adverse Effect party. (b) No filing, approval, consent, license, Permit, Order or authorization of, or registration with, or declaration or notice to, any Governmental Entity or any other Person is required for or in connection with the execution and would not reasonably be expected to adversely affect delivery of this Agreement or the other Transaction Documents by Buyer or the consummation of the transactions contemplated hereby or (ii) any noticethereby, consent or waiver except those the absence of which would not reasonably be expected expected, individually or in the aggregate, to have a Parent Material Adverse Effect and would not reasonably be expected prevent or materially impair or delay Buyer’s ability to adversely affect the consummation of consummate the transactions contemplated hereby, (d) result in hereby or thereby and except for filings with the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws U.S. Securities and Exchange Commission required by applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectfederal securities Laws.

Noncontravention. Subject to the filing The execution, delivery and performance by Borrower of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation Loan Documents to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC party and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby thereby: (i) are within Borrower's corporate, limited liability company, partnership or other powers; (ii) have been, or at the time of delivery thereof pursuant to Article III (Conditions Precedent to the Effectiveness of this Agreement and to Loans) will have been duly authorized by all necessary corporate action, including the consent of shareholders where required; (iii) do not and will not (A) contravene any notice, consent Loan Party's or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation any of the transactions contemplated herebyBorrower's Material Subsidiaries' respective Constituent Documents, (dB) violate any other Requirement of Law applicable to Borrower (including under its Constituent Documents or Regulations T, U and X of the Federal Reserve Board, as the same are from time to time in effect, and all official rulings and interpretations thereunder) or any Order of any Governmental Authority applicable to Borrower, (C) conflict with or result in the breach of, or constitute or result in a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of Borrower or any of its Material Subsidiaries (including, without limitation, any provision in the Indenture) or (D) result in the creation or imposition of any Security Interest Lien or Encumbrance upon any assets property of Borrower or any of its Material Subsidiaries, other than those in favor of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable Secured Parties pursuant to the Parent Collateral Documents; (iv) do not require obtaining any Permit from or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Permits) and which have been obtained or made, copies of which have been or will be delivered to the Acquisition SubsidiaryLender pursuant to Section 3.1(p) and each of which on the Effective Date will be in full force and effect and, exceptwith respect to the Collateral, in filings required to perfect the case of Liens created by the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.Collateral Documents; and

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Acquiror and Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent Acquiror or the Acquisition Subsidiary, as the case may be, articles of incorporation or bylaws of Merger Sub; (b) require on the part of the Parent Acquiror or the Acquisition SubsidiaryMerger Sub any registration, as the case may be, any declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, other than except for (i) compliance with the applicable requirements of HSR and applicable foreign antitrust or trade regulation laws, (ii) the filing by Acquiror of Form D such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) any applicable state securities filings with respect registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Acquiror’s or Merger Sub’s ability to consummate the offering Merger or any of the Merger Shares, which will be completed by Parent following the Effective Time, other transactions contemplated hereby (an “Acquiror Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument agreement to which the Parent Acquiror or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either Acquiror or Merger Sub is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification acceleration or cancellation which right to terminate or modify that would not reasonably be expected to have a Parent result in an Acquiror Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence failure of which to make or obtain would not reasonably be expected to have a Parent result in an Acquiror Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Effect; (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction or decree applicable to the Parent Acquiror or the Acquisition SubsidiaryMerger Sub or any of their respective properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have a Parent an Acquiror Material Adverse Effect; (e) violate any statute, rule or regulation applicable to Acquiror or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to result in an Acquiror Material Adverse Effect; or (f) render Acquiror insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to compliance with applicable foreign ---------------- antitrust or trade regulation laws and, in the case of a Merger Transaction, the filing of the Certificate of Merger as required by the DGCLMichigan Business Corporation Act, neither the execution and delivery by the Parent Company or the Acquisition Subsidiary, as the case may be, any Seller of this Agreement or the Transaction Documentation to which it is a partyany other agreement provided for herein, nor the consummation by the Parent Company or the Acquisition Subsidiary, as the case may be, any Seller of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents Articles of Incorporation or bylaws By-laws of the Parent Company or the Acquisition charter, by-laws or other organizational document of any Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may beCompany, any Subsidiary or any Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Parent Company or the Acquisition Subsidiary, as the case may be, any Subsidiary is a party or by which either the Company or any Subsidiary is bound or to which any of their respective assets are is subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent Company or the Acquisition any Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Company, any Subsidiary or the Acquisition Subsidiaryany of their respective properties or assets. Except for consents approvals, exceptfilings and notices required pursuant to any foreign antitrust or trade regulation laws, in the case Section 2.4 of the foregoing clause (e)Disclosure Schedule sets forth a true, such violations correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, that would not reasonably be expected to have a Parent Material Adverse Effectare required in connection with the consummation by the Company and the Sellers of the transactions contemplated by this Agreement.

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇"), the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, and the filing of requisite forms relating to the transfer of certain intellectual property rights of the Company (as contemplated by this Agreement) neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or by the Transaction Documentation to which it is a partyCompany, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Company of the transactions contemplated hereby or therebyby this Agreement (and, for clauses (b) and (d) of this Section 2.4, other than Spin-off Transaction), will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent or the Acquisition Subsidiary, as the case may beCompany, (b) require on the part of the Parent Company or any corporation with respect to which the Acquisition Company, directly or indirectly, has the power to vote or direct the voting of sufficient securities to elect a majority of the directors (a "Subsidiary, as the case may be, ") any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), other than filing any filing, permit, authorization, consent or approval which if not obtained or made would not have a material adverse effect on the assets, business, financial condition, results of Form D with operations or future prospects of the SEC Company and any applicable state securities filings with respect its Subsidiaries relating to the offering Modem Business, taken as a whole, or on the ability of the Merger Shares, which will be completed Parties to consummate the transactions contemplated by Parent following the Effective Timethis Agreement, (c) ), except as set forth in Section 2.4 to the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Parent Company or the Acquisition Subsidiary, as the case may be, any Subsidiary is a party or by which either the Company or any Subsidiary is bound or to which any of their assets are is subject, except, in the case of the foregoing clauses (b) and (c), for (i) other than any conflict, breach, default, acceleration, termination, modification or cancellation which individually or in the aggregate would not reasonably be expected to have a Parent Material Adverse Effect material adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company and would not reasonably be expected its Subsidiaries, taken as a whole, or on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebyby this Agreement, (d) result in the imposition of any Security Interest upon any assets of the Parent Company or any Subsidiary relating to the Acquisition Subsidiary Modem Business or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Acquisition SubsidiaryCompany, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.any

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the any other Transaction Documentation to which it is a partyDocument, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, thereby will (ai) conflict with violate any statute, regulation or rule applicable to Torita, (ii) violate any judgment, order, decree, stipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which Torita is subject or any provision of the organizational documents Articles of Organization or bylaws Operating Agreement of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withTorita, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any Person the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any contract, consent lease, sublease, license, sublicense, franchise, permit, indenture, agreement or waiver undermortgage for borrowed money, any contract instrument representing indebtedness, security interest, or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Torita is a party or by which either it is bound or to which any of their assets are the Torita Assets is subject, exceptexcept where such conflict, in breach or default would not have a material adverse effect on the case financial condition or operations of Torita and its Subsidiaries taken as a whole or on the ability of the foregoing clauses (b) parties to consummate the transactions contemplated by this Agreement. Other than in connection with or in compliance with the provisions of Delaware law, federal and (c)state securities laws, Torita is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for (i) any conflictthe parties to consummate the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation or performance of any of the transactions contemplated hereby will, directly or indirectly, with or without the notice or lapse of time: (i) give any governmental authority the right to revoke, withdraw, suspend, cancel, or modify any governmental authorization that is held by Torita or that otherwise relates to the business or any of the Torita Assets, (ii) cause Torita to become subject to or to become liable for the payment of any noticetax, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation (iii) cause any of the transactions contemplated herebyTorita Assets to be reassessed or revalued by any taxing authority or other governmental authority, or (div) result in the imposition or creation of any Security Interest Encumbrance upon or with respect to any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectTorita Assets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of this Agreement or the Transaction Documentation to which it is a partyParent or Merger Sub Documents pursuant hereto, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of any of the transactions contemplated hereby or thereby, nor the performance by Parent or Merger Sub of its obligations hereunder or thereunder will (nor with the giving of notice or the lapse of time or both would): (a) conflict with or violate result in a breach of any provision of the organizational documents Certificate of Incorporation or bylaws By-laws of the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub; or (b) require in any manner that would materially affect the ability of Parent or Merger Sub to consummate or perform the transactions contemplated hereby or have a material adverse effect on the part business, assets, liabilities, properties, results of the operations or financial condition of Parent or the Acquisition SubsidiaryMerger Sub (hereinafter, as the case may bea "Material Adverse Effect"), any filing with(i) give rise to a default, or permitany right of termination, authorizationcancellation or acceleration, consent or approval of, any Governmental Entity, other than filing of Form D otherwise be in conflict with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, or result in a breach ofloss of contractual benefits to Parent or Merger Sub under any of the terms, constitute (with conditions or without due notice provisions of any note, bond, mortgage, indenture, license, agreement or lapse of time other instrument or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument obligation to which the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either is Parent or Merger Sub may be bound or to which any of their assets are Parent or Merger Sub may be subject, exceptor require any consent, in approval or notice under the case terms of the foregoing clauses (b) and (c)any such document or instrument, for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) violate any noticeorder, consent writ, injunction, decree, law, statute, rule or waiver the absence regulation of any court or governmental authority which would not reasonably be expected is applicable to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, or Merger Sub or (diii) result in the creation or imposition of any Security Interest lien, adverse claim, security interest, pledge, mortgage, charge or encumbrance, of any nature whatsoever (a "Lien"), upon any of the properties or assets of Parent or Merger Sub; or (c) interfere with or otherwise adversely affect the ability of the Surviving Corporation to carry on the business of the Parent or Merger Sub after the Acquisition Subsidiary Effective Time on substantially the same basis as it is now conducted; or (ed) violate require the consent, waiver, approval, authorization, license, certificate or franchise, of any Laws applicable to the third party or any filing by Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectMerger Sub.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLFlorida Act and the South Carolina Act, neither the execution and delivery by the Parent Purchaser or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent Purchaser or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Purchaser or the operating agreement of the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent Purchaser or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Purchaser or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Purchaser Material Adverse Effect (as defined below) and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent Purchaser or the Acquisition Subsidiary except as set forth on Schedule 4.3 in connection with the Seventh Amendment to the Loan and Security Agreement dated November __, 2019, between the Purchaser and ACF or (e) violate any Laws applicable to the Parent Purchaser or the Acquisition Subsidiary, except, in the case Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent their properties or assets. “Purchaser Material Adverse Effect” means a material adverse effect on the assets, business, financial condition, or results of operations of the Purchaser.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLBCA, neither the execution and delivery by the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, (b) require on the part of the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or Parent, the Acquisition Subsidiary, except, in the case Subsidiary or Split-Off Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject (a) Except for the applicable requirements of the HSR Act (including the HSR Filing), and with respect to the filing ESOP, the applicable requirements of the Certificate of Merger as required by the DGCLSection 8.6.4, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, any Seller Ancillary Agreement nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, such Seller Party of the transactions contemplated hereby or thereby, will nor compliance by such Seller Party with any of the provisions hereof or thereof, will: (ai) in the case of any Seller Party that is not a natural Person, conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of any provisions of the Organizational Documents of the Seller; (ii) violate or result in a violation of, or constitute a default under (with or without due notice or whether after the giving of notice, lapse of time or both) a default under, any provision of any Law or Order applicable to such Seller Party or by which any properties or assets owned or used by the Seller Party are bound; (iii) result in the acceleration creation of obligations underany Lien (other than a Permitted Lien) on any property, create in asset or right of any party Acquired Company pursuant to any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, such Seller Party is a party or by which either is such Seller Party’s properties, assets or rights are bound or (iv) violate, conflict with, breach or result in a breach or default (whether after the giving of notice, lapse of time or both) under, give rise to which any a right of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation acceleration of any provision of, or require the offering or making of any payment or redemption under, require any notice or approval under, or otherwise adversely affect any rights of such Seller Party under, any Contract to which such Seller Party is a party or by which any of such Seller Party’s assets or properties are bound; except in each case to the extent that any such occurrence would not reasonably materially delay or impair the ability of such Seller Party to consummate the transactions contemplated by this Agreement. (b) Except for the applicable requirements of the HSR Act (including the HSR Filing), no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority is required to be expected to have a Parent Material Adverse Effect obtained or made by such Seller Party in connection with: (i) the execution, delivery and would not reasonably be expected to adversely affect performance by such Seller Party of this Agreement or any Seller Ancillary Agreement; or (ii) the compliance by such Seller Party with any of the provisions hereof or thereof or the consummation by such Seller Party of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectthereby.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any Government Entity to which Parent or any of its Subsidiaries is subject or any provision of the organizational documents charter or bylaws by-laws of the Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the either Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, except, except in the case of clause (ii) where the foregoing clauses (b) and (c)violation, for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation or cancellation which failure to give notice would not reasonably be expected to have a Parent Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Foreign Competition Laws, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither Parent nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation or except as set forth in ss.4(f) of the transactions contemplated hereby or (ii) Parent Disclosure Letter. "Required Parent Consents" means any noticeauthorization, consent or waiver approval of a Government Entity or other Third Party required to be obtained pursuant to any Foreign Competition Laws or state securities laws or so that a matter set forth in ss. 4(f) of the absence of which Parent Disclosure Letter would not be reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation for purposes of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (ethis ss.4(f), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, and Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, certificate of incorporation or bylaws of Merger Sub; (b) require on the part of the Parent or the Acquisition SubsidiaryMerger Sub any registration, as the case may be, any declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental EntityAuthority, other than except for (i) compliance with the applicable requirements of HSR and applicable foreign antitrust or trade regulation laws, (ii) the filing of Form D such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) any applicable state securities filings with respect registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the offering Merger or any of the Merger Shares, which will be completed by other transactions contemplated hereby (a “Parent following the Effective Time, Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument agreement to which the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either Parent or Merger Sub is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification acceleration or cancellation which right to terminate or modify that would not reasonably be expected to have result in a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence failure of which to make or obtain would not reasonably be expected to have result in a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Effect; (d) result in the imposition of violate any Security Interest upon any assets of the order, writ, injunction or decree applicable to Parent or the Acquisition Subsidiary Merger Sub or (e) violate any Laws applicable to the Parent of their respective properties or the Acquisition Subsidiaryassets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have a Parent Material Adverse Effect; (e) violate any statute, rule or regulation applicable to Parent or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to result in a Parent Material Adverse Effect; or (f) render Parent insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Seller of this Agreement or the Transaction Documentation Ancillary Agreements to which it is the Seller will be a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Seller of the transactions contemplated hereby or thereby, will will: (a) conflict with or violate any provision of the organizational documents charter or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, Seller; (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Seller any filing with, or any permit, authorization, consent or approval of, any third party or Governmental Entity, other than filing of Form D with except for (i) the SEC Requisite Seller Stockholder Approval and any applicable state securities filings with respect to (ii) the offering consents set forth in Sections 2.9(b) and 2.11(c) of the Merger Shares, which will be completed by Parent following the Effective Time, Disclosure Schedule; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any the right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage, instrument of indebtedness or Security Interest to which the Parent or the Acquisition Subsidiary, as the case may be, Seller is a party or by which either the Seller is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) the consents required under the Designated Contracts set forth in Section 2.11(c) of the Disclosure Schedule, (ii) any conflict, breach, default, accelerationacceleration or right to terminate or modify in any contract, terminationlease, modification sublease, license, sublicense, franchise, permit, indenture, agreement or cancellation which mortgage, instrument of indebtedness or Security Interest (other than the Designated Contracts) that would not reasonably be expected to have result in a Parent Business Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (iiiii) any notice, consent or waiver (other than the consents required under the Designated Contracts set forth in Section 2.11(c) of the Disclosure Schedule) the absence of which would not reasonably be expected to have result in a Parent Business Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Effect; or (d) result in the imposition of violate any Security Interest upon any assets of the Parent or the Acquisition Subsidiary (i) judgment, order, writ, stipulation, injunction, decree or (eii) violate any Laws statute, rule or regulation applicable to the Parent Seller or the Acquisition Subsidiaryany of its properties or assets, except, in the case of the foregoing clause (e)ii) above, such violations for any violation that would not reasonably be expected to have result in a Parent Business Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDGCL and the Articles of Merger as required by the Nevada Revised Statutes, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation Documents to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of a Current Report on Form 8-K and the filing of a Form D with the SEC and any applicable state securities filings with respect to the offering of Merger Shares and the Merger Sharesshares issued in the Private Placement Offering, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest security interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, in each case as amended to date, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeTime in compliance with applicable Laws, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, failure, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or and the Transaction Documentation to which it is a partyVoting Agreement by Parent and this Agreement by Merger Sub do not, nor and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement and the Voting Agreement and compliance by Parent or and Merger Sub with the Acquisition Subsidiaryprovisions of this Agreement and the Voting Agreement, as the case may be, of the transactions contemplated hereby or therebyapplicable, will (a) not, conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a any violation or breach of, constitute or default (with or without due notice or lapse of time time, or both) a default under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the acceleration creation of obligations underany Lien in or upon any of the properties, create in rights or assets of Parent, Merger Sub or any party of Parent’s Subsidiaries under (i) subject to receipt of the Parent Stockholder Approval, the Parent Certificate or the Parent Bylaws, the Merger Sub Certificate or the Merger Sub Bylaws or the comparable organizational documents of any right to terminateof Parent’s Significant Subsidiaries, modify or cancel, or require (ii) any notice, consent or waiver under, any contract or instrument Contract to which the Parent Parent, Merger Sub or the Acquisition Subsidiary, as the case may be, any of Parent’s Subsidiaries is a party or by which either is bound or to which any of their respective properties, rights or assets are subjectis subject or (iii) subject to receipt of the Parent Stockholder Approval and the governmental filings and other matters referred to in the following sentence, exceptany Law or Order applicable to Parent, Merger Sub or any of Parent’s Subsidiaries or their respective properties, rights or assets, other than, in the case of the foregoing clauses (bii) and (ciii), for (i) any conflictsuch conflicts, breachviolations, defaultbreaches, defaults, rights of termination, modification, cancellation or acceleration, termination, modification losses or cancellation which Liens that individually or in the aggregate have not had and would not reasonably be expected to have a Parent Material Adverse Effect Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent, Merger Sub or any of Parent’s Subsidiaries in connection with the execution and would not reasonably be expected to adversely affect delivery of this Agreement and the Voting Agreement by Parent and Merger Sub, as applicable, or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreement and the Voting Agreement, as applicable, except for (1) (A) the filing of a premerger notification and report form by Parent under the HSR Act and the termination of the waiting period required thereunder and (B) filings with respect to, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law, (2) the filing with the SEC of (Y) the Form S-4 and (Z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) any filings with and approvals of the NYSE, (4) any filings required pursuant to applicable foreign securities laws and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement, the Voting Agreement and the transactions contemplated hereby or and thereby, (ii5) any noticethe filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the delivery of the Certificate of Amendment to the Department of State of the State of New York and (6) such other consents, consent or waiver approvals, orders, authorizations, actions, registrations, declarations and filings the absence failure of which would not reasonably to be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result obtained or made individually or in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLNevada Act, neither the execution and delivery by the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, (b) require on the part of the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger SharesFinancial Industry Regulatory Authority (“FINRA”), for which Parent and MergerCo are responsible and which Parent and MergerCo will be completed by Parent following the Effective Timeprovide when necessary, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary MergerCo or (e) violate any Laws applicable to the Parent or the Acquisition SubsidiaryMergerCo or any of their properties or assets. For purposes of this Agreement, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a “Parent Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations of the Parent and its subsidiaries, taken as a whole.

Noncontravention. Subject to compliance with the filing applicable requirements of the Certificate of Merger as required by the DGCLAntitrust Laws and applicable Environmental Laws, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, any Seller of this Agreement or the Transaction Documentation Ancillary Agreements to which it is such Seller will be a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, any Seller of the transactions contemplated hereby or thereby, will will: (a) conflict with or violate any provision of the organizational documents charter, bylaws, partnership agreement, limited liability company operating agreement or bylaws of the Parent or the Acquisition Subsidiaryother comparable governing document, as the case may beapplicable, of such Business Subsidiary or such Seller; (b) require on the part of the Parent any Business Subsidiary or the Acquisition Subsidiary, as the case may be, any Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and except for any applicable state securities filings with respect filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, result in a Business Material Adverse Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any the right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest to which the Parent any Business Subsidiary or the Acquisition Subsidiary, as the case may be, any Seller is a party or by which either any Business Subsidiary or any Seller is bound or to which any of their respective assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification acceleration or cancellation which right to terminate or modify that would not reasonably be expected to have result in a Parent Business Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have result in a Parent Business Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Effect; or (d) result in the imposition of violate any Security Interest upon order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to any assets of the Parent or the Acquisition Business Subsidiary or (e) violate any Laws applicable to the Parent Seller or the Acquisition Subsidiaryany of or their respective properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have result in a Parent Business Material Adverse Effect.

Noncontravention. Subject (a) Except for the filings pursuant to Section 6.7, the receipt of the Required Nocturne Vote, the filing and recordation of the Certificate of Merger as required by the DGCL, neither any required filings with the execution SEC and subject to the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.10(b) and any other notifications to be provided in the Ordinary Course of Business, the execution, delivery by the Parent or the Acquisition Subsidiary, as the case may be, and performance of this Agreement or the Transaction Documentation to which it is a party, nor by Nocturne and Merger Sub and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Nocturne and Merger Sub of the transactions contemplated hereby or thereby, will by this Agreement and the Ancillary Agreements do not (ai) conflict with or violate result in any provision breach of any of the organizational documents terms, conditions or bylaws of the Parent or the Acquisition Subsidiary, as the case may beprovisions of, (bii) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, constitute a default under (c) conflict with, result in a breach of, constitute (whether with or without due notice or lapse the giving of notice, the passage of time or both), (iii) result in a default underviolation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any right or obligation under or (v) result in the acceleration creation of obligations any Lien upon its Equity Interests under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of each of clauses (i) through (v), (A) any material Contract or lease to which Nocturne or Merger Sub is a party, (B) any Governing Document of Nocturne or Merger Sub or (C) any Law or Order to which Nocturne or Merger Sub is bound or subject, with respect to the foregoing clauses clause (A), clause (B) or clause (C), except as (1) would not have a Material Adverse Effect or (2) prevent, materially impair or materially delay the consummation of the Transactions. (b) Except for the filings pursuant to Section 6.7 and (c)the applicable requirements, for if any, of the Securities Act, Exchange Act, Blue Sky Laws and state takeover laws, the pre-merger notification requirements of the HSR Act, the filing and recordation of appropriate merger documents as required by the DGCL and any required filings with the SEC, the consummation by Nocturne and Merger Sub of the transactions contemplated by this Agreement and the Ancillary Agreements do not (i) require any conflictapproval under, breachfrom or pursuant to, defaultor (ii) require any filing with, accelerationany Governmental Entity under or pursuant to any Law or Order to which Nocturne or Merger Sub is bound or subject, termination, modification or cancellation which except as would not reasonably be expected to be material to Nocturne or Merger Sub, as applicable. (c) Nocturne and Merger Sub are not in violation of any of their respective Governing Documents except as would not have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement, the P City Agreement, the Deposit Escrow Agreement, the Post-Closing Escrow Agreement or the Transaction Documentation to which it is a party, any other agreement contemplated hereby nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, and thereby will (ai) conflict with violate any statute, regulation, rule, injunction, judgment, order or violate decree of any government, governmental agency or court to which any of the Company, its Subsidiaries, PCI or the Venture is subject or by which it or its assets may be bound, or (ii) result in a breach or default under any provision of the charter, bylaws or other organizational documents or bylaws of any of the Parent Company, its Subsidiaries or PCI or of the Venture Agreement or the Acquisition Subsidiary, as Indenture of Trust for the case may be, Trust or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent or waiver undernote, any contract bond, mortgage, contract, lease, license, permit or instrument to which any of the Parent Company, its Subsidiaries, PCI or the Acquisition Subsidiary, as the case may be, Venture is a party or by which either it is bound or to which any of their its assets are subjectis subject or any Service Contract (or result in the imposition of any Lien upon any of its assets), exceptexcept where, in the case cases of the foregoing clauses (bi) and (ciii), for (i) any conflictsuch violations, breachconflicts, defaultbreaches, accelerationdefaults, terminationaccelerations, modification terminations, modifications, cancellations, failures to give notice or cancellation which Liens would not reasonably be expected to not, individually or in the aggregate, have a Parent Material Adverse Effect Effect. Other than as required by the Delaware General Corporation Law, none of the Company and its Subsidiaries, PCI or the Venture needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any government or governmental agency or other Person in order for the Parties to execute and deliver this Agreement, the P City Agreement and the other agreements contemplated hereby or consummate the transactions contemplated hereby and thereby, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to adversely affect not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the P City Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby will not permit any stockholder, partner, joint venturer or (ii) any notice, consent or waiver the absence other holder of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result an interest in the imposition of Company, any Security Interest upon any assets of the Parent Subsidiary, PCI or the Acquisition Subsidiary Venture to exercise or (e) violate invoke any Laws applicable to the Parent buy-sell, right of first refusal or the Acquisition Subsidiaryfirst offer, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectpurchase option or other purchase or option right.

Noncontravention. Subject to (i) compliance with the applicable ---------------- requirements of the Securities Act and any applicable state securities laws and the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and (ii) the filing of the Certificate Agreement of Merger as required by the DGCL, Delaware General Corporation Law: (a) neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyby Cornerstone, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Cornerstone of the transactions contemplated hereby or therebyhereby, will (ai) conflict with or violate any provision of the organizational documents Certificate of Incorporation or bylaws By-laws of the Parent or the Acquisition Subsidiary, as the case may beCornerstone, (bii) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Cornerstone any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, agreement or instrument to which the Parent Cornerstone or the Acquisition Subsidiary, as the case may be, any Cornerstone Subsidiary is a party or by which either it is bound or to which any of their its respective assets are or properties is subject, except, in except to the case of the foregoing clauses (b) and (c), for (i) extent any such conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected cancellation, or the failure to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby give or (ii) obtain any such notice, consent or waiver the absence of which waiver, would not reasonably be expected to have a Parent Cornerstone Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebyEffect, (div) result in the imposition of any Security Interest Encumbrance upon any assets or properties of the Parent Cornerstone or the Acquisition any Cornerstone Subsidiary or (ev) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to Cornerstone or any Cornerstone Subsidiary or any of their respective assets or properties; (b) neither the execution and delivery of this Agreement by NewCo, nor the consummation by NewCo of the transactions contemplated hereby, will (i) conflict with or violate any provision of the Certificate of Incorporation or By-laws of NewCo, (ii) require on the part of NewCo any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, agreement or instrument to which NewCo is a party or by which it is bound or to which any of its assets or properties is subject, (iv) result in the imposition of any Encumbrance upon any assets or properties of NewCo or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewCo or any of its assets or properties; and (c) neither the execution and delivery of this Agreement by the Transitory Subsidiary, nor the consummation by the Transitory Subsidiary of the transactions contemplated hereby, will (i) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Transitory Subsidiary, (ii) require on the part of the Transitory Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, agreement or instrument to which the Transitory Subsidiary is a party or by which it is bound or to which any of its assets or properties is subject, (iv) result in the imposition of any Encumbrance upon any assets or properties of the Transitory Subsidiary or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Transitory Subsidiary or the Acquisition Subsidiary, except, in the case any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectits assets or properties.

Noncontravention. Subject to compliance with the applicable requirements of the Har▇-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇t and subject to the filing of the Certificate California Merger Filings and the Delaware Merger Filings, and assuming (in the case of Merger as required by clause (b) below) the DGCLaccuracy of the Company's representations and warranties in Section 2.6 above, neither the execution and delivery by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of this Agreement or (in the Transaction Documentation to which it is a partycase of the Buyer) the Escrow Agreement, the Shareholder Agreements or the Exchange Agreement, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents Articles of Incorporation or bylaws By-laws of the Parent Buyer or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition Subsidiary, except, in the case Transitory Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Purchaser and Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent Purchaser or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents articles of incorporation or bylaws of the Parent Purchaser or the Acquisition Subsidiary, as the case may be, articles of incorporation or bylaws of Merger Sub; (b) require on the part of the Parent Purchaser or the Acquisition SubsidiaryMerger Sub any registration, as the case may be, any declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental EntityAuthority, other than except for (i) to the extent applicable, the filing by Purchaser of Form D such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, and (ii) any applicable state securities filings with respect registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Purchaser’s or Merger Sub’s ability to consummate the offering Merger or any of the Merger Shares, which will be completed by Parent following the Effective Time, other transactions contemplated hereby (a “Purchaser Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument agreement to which the Parent Purchaser or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either Purchaser or Merger Sub is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification acceleration or cancellation which right to terminate or modify that would not reasonably be expected to have result in a Parent Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence failure of which to make or obtain would not reasonably be expected to have result in a Parent Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Effect; (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction or decree applicable to the Parent Purchaser or the Acquisition SubsidiaryMerger Sub or any of their respective properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have a Parent Purchaser Material Adverse Effect; (e) violate any statute, rule or regulation applicable to Purchaser or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to result in a Purchaser Material Adverse Effect; or (f) render Purchaser insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLNRS, neither the execution and delivery by the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, (b) require on the part of the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or Parent, the Acquisition Subsidiary, except, in the case Subsidiary or Split-Off Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject (a) Except as set forth on Section 3.2 of the Company Disclosure Letter and for the filings pursuant to Section 6.7, the receipt of the Company Stockholder Approval, the filing and recordation of the Certificate of Merger as required by the DGCLDGCL and subject to the consents, neither approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 6.7 and any other notifications to be provided in the execution Ordinary Course of Business, the execution, delivery and delivery by the Parent or the Acquisition Subsidiary, as the case may be, performance of this Agreement or by the Transaction Documentation Acquired Companies and the consummation by the Acquired Companies of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will party do not (ai) conflict with or violate result in any provision breach of any of the organizational documents terms, conditions or bylaws of the Parent or the Acquisition Subsidiary, as the case may beprovisions of, (bii) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, constitute a default under (c) conflict with, result in a breach of, constitute (whether with or without due notice or lapse the giving of notice, the passage of time or both), (iii) result in a default underviolation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any right or obligation under or (v) result in the acceleration creation of obligations any Lien upon the Company Shares or any other Equity Interests of the Acquired Companies under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing each of clauses (b) and (c), for (i) through (v), any conflict(A) Material Contract, breach(B) Governing Document, defaultor (C) Law or Order to which the Acquired Companies are bound or subject, accelerationwith respect to the foregoing clause (A), terminationclause (B) or clause (C), modification or cancellation which except as (x) would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect or (y) prevent, materially impair or materially delay the consummation of the Transactions. (b) Except as set forth on Section 3.2 of the Company Disclosure Letter, the filings pursuant to Section 6.7, the filing and recordation of the Certificate of Merger as required by the DGCL and for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover laws and the pre-merger notification requirements of the HSR Act, the consummation by the Company of the transactions contemplated hereby by this Agreement and the Ancillary Agreements to which it is a party do not (i) require any approval from, or (ii) require any noticefiling with, consent any Governmental Entity under or waiver the absence of pursuant to any Law or Order to which any Acquired Company is bound or subject in each case, except as would not reasonably (A) be expected material to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the Acquired Companies or (B) prevent, materially impair or materially delay the consummation of the transactions contemplated hereby, Transactions. (dc) result The Acquired Companies are not in the imposition violation of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that their respective Governing Documents except as would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement by the Company or any other document contemplated hereby by the Transaction Documentation to which it is a party, Company or its Subsidiaries nor the consummation by the Parent performance of its or the Acquisition Subsidiarytheir obligations hereunder and thereunder, as the case may beapplicable, or consummation of the transactions contemplated hereby or thereby, and thereby will (a) conflict with or violate any provision of the organizational documents or bylaws Organizational Documents of the Parent or the Acquisition Subsidiary, as the case may beCompany and its Subsidiaries, (b) require on the part assuming compliance by Parent and Merger Sub with Section 4.03, conflict with or violate any Law or other restriction of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing Authority to which the Company or any of Form D with the SEC and its Subsidiaries or any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, their respective properties or assets is subject or (c) with or without notice, lapse of time or both, conflict with, result in a breach or violation of, constitute (with or without due notice or lapse of time or both) a default under, result in the termination (or right of termination), cancellation (or right of cancellation), creation or acceleration (or rights thereto) of any rights or obligations under, create result in the creation of any party Liens, other than Permitted Liens, upon any right to terminate, modify of the respective properties or cancelassets of the Company or any of its Subsidiaries under, or require any notice, consent or waiver notice under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subjectMaterial Contract, except, in the case of the foregoing clauses (b) and (c), for (i) any where the conflict, breach, violation, default, accelerationright, termination, modification cancellation, creation or cancellation which acceleration, or failure to obtain consent or provide notice, would not reasonably be expected to have be material to the Company and its Subsidiaries taken as a Parent Material Adverse Effect whole. Except for the applicable requirements of the HSR Act and would not reasonably be expected to adversely affect the filing of the Certificate of Merger, and except as set forth on Schedule 3.03 in the Disclosure Schedule, neither the execution and delivery of this Agreement or the documents contemplated hereby nor the performance or consummation of the transactions contemplated hereby or (ii) and thereby will require any notice, consent or waiver approval of, notice to or declaration or filing with any Governmental Authority or other Person with respect to the absence Company or any of its Subsidiaries, other than consents, approvals, notices, declarations or filings the failure of which to obtain would not reasonably be expected not, individually or in the aggregate, prevent, materially delay or materially impair the Company’s ability to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court to which either the Purchaser or its Subsidiaries is subject or any provision of the organizational documents charter or bylaws of either the Parent Purchaser or the Acquisition Subsidiary, as the case may be, its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which either the Parent Purchaser or the Acquisition Subsidiary, as the case may be, its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, except, except in the case of clause (ii) where the foregoing clauses (b) and (c)violation, for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation or cancellation which failure to give notice would not reasonably be expected to have a Parent Material Adverse Effect material adverse effect on the business, financial condition or results of operations of the Purchaser and would not reasonably be expected its Subsidiaries taken as a whole or on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement. Other than in connection with the provisions of the Hart-Scott-Rodino Act, Nas▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇es Exchange Act, the Securities Act, state securities laws, and with regard to any required governmental or (iiregulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in Section 4(d) of the Purchaser Disclosure Letter, neither the Purchaser nor its Subsidiaries needs to give any noticenotice to, make any filing with or obtain any authorization, consent or waiver approval of any government or governmental agency in order for the absence of which would not reasonably be expected Parties to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated herebyby this Agreement, (d) result in except where the imposition of failure to give notice, to file or to obtain any Security Interest upon any assets authorization, consent or approval would not have a material adverse effect on the ability of the Parent or Parties to consummate the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Sub of the transactions contemplated hereby or thereby, will will: (a) conflict with or violate any provision of the organizational documents Certificate of Incorporation or bylaws Bylaws of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Sub; (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering those (i) required solely by reason of the Merger SharesCompany's participation in the transactions contemplated hereby or (ii) to be made by the Company or (iii) any filing, which will be completed by Parent following permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on the Effective Time, Buyer; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification modification, cancellation, notice, consent or cancellation which waiver that would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect on the consummation of Buyer or the transactions contemplated hereby Merger Sub or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, has otherwise been obtained; (d) result in the imposition of any Security Interest upon any assets of the Parent Buyer or the Acquisition Subsidiary Merger Sub; or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition SubsidiaryMerger Sub or any of their properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have a Parent Material Adverse EffectEffect on the Buyer or the Merger Sub.

Noncontravention. Subject (a) The execution and delivery by FibroGen of this Option Agreement, the consummation of the Merger and the other transactions contemplated hereunder and the compliance by FibroGen with the provisions of this Option Agreement do not and will not (i) result in the breach of any of the terms or conditions of, or constitute a default under or violate, as the case may be, the Constitutive Documents of FibroGen, or any material Contract to which FibroGen is bound, or by which any of its assets or properties may be affected or (ii) violate any Law or Judgment applicable to FibroGen, other than any such breaches, defaults or violations that individually or in the aggregate are not likely to impair in any material respect the ability of FibroGen to perform its obligations under this Option Agreement or any agreement contemplated by this Option Agreement, or prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereunder. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 (b) No consent, approval, qualification, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by FibroGen in connection with the execution and delivery by FibroGen of this Option Agreement, the consummation by FibroGen of the Merger and the other transactions contemplated by this Option Agreement or the compliance by FibroGen with the provisions of this Option Agreement, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing of the Certificate of Merger as required by with the DGCLoffice of the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Fortis is qualified to do business and (iii) such other consents, neither approvals, orders, authorizations, registrations, declarations, filings and notices, the execution and delivery by failure of which to be obtained or made individually or in the Parent or aggregate would not impair in any material respect the Acquisition Subsidiary, as the case may be, ability of FibroGen to perform its obligations under this Option Agreement or the Transaction Documentation to which it is a party, nor the consummation any agreement contemplated by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withthis Option Agreement, or permit, authorization, consent prevent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with materially impede or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect delay the consummation of the Merger or any of the other transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecthereunder.

Noncontravention. Subject to Assuming the filing making of all filings and notifications as may be required or advisable in connection with the Certificate transactions described herein under the -18- ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of Merger 1976 as amended (the “HSR Act”) and any non-U.S. antitrust, merger control or competition laws (collectively with HSR Act, the “Antitrust Laws”) and the receipt of all clearances, approvals, authorizations, consents and waiting period expirations or terminations as may be required by or advisable in connection with the DGCLtransactions described herein under the Antitrust Laws, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Company of this Agreement or and the Transaction Documentation Documents to which it is (or will be a party) does not (and will not), nor and the performance of its obligations hereunder and thereunder and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby Transactions will not, (i) result in the creation of any Encumbrance, other than Permitted Encumbrances, on any of the properties, rights or therebyassets of the Company or any of its Subsidiaries (including the Facilities) or any of the shares of Capital Stock, will (aii) contravene, conflict with, or result in any violation of or default under (with or violate without notice or lapse of time, or both), or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, or require any consent, approval or waiver from or notice to any Person pursuant to, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss (including any incremental loss) of any benefit or right under, (A) any provision of the organizational documents or bylaws Organizational Documents, (B) any Material Contract of the Parent Company or the Acquisition Subsidiary, as the case may beany of its Subsidiaries or any Lease, (bC) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withApplicable Law, or permit, authorization, consent or approval of, (D) any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings Authorization except with respect to clauses (B), (C) and (D) only, any such contravention, conflict, violation or breach that would not have a Material Adverse Effect, or (iii) give any Governmental Entity or other Person the offering right to challenge any of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with Transactions or without due notice to exercise any remedy or lapse of time or both) a default under, result in the acceleration of obligations under, create in obtain any party any right to terminate, modify or cancel, or require any notice, consent or waiver relief under, any contract Applicable Law or instrument any Order to which the Parent Company or any of its Subsidiaries or any of the Acquisition Subsidiaryassets, as rights or properties owned or used by the case may beCompany or any of its Subsidiaries, is a party or by which either is bound or subject. Following the Closing, the Company will be permitted to which any exercise all of their assets are subject, except, in its rights under the case of Material Contracts without the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition payment of any Security Interest upon any assets of additional amounts or consideration other than ongoing fees, royalties or payments which the Parent Company or the Acquisition such Subsidiary or (e) violate any Laws applicable would otherwise have been required to pay pursuant to the Parent terms of such Material Contracts had the Merger or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would other Transactions not reasonably be expected to have a Parent Material Adverse Effectoccurred.

Noncontravention. Subject to (a) Except for the filing applicable requirements of the Certificate of Merger as required by HSR Act (including the DGCLHSR Filing), neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, any Seller Ancillary Agreement nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, such Seller of the transactions contemplated hereby or thereby, will nor compliance by such Seller with any of the provisions hereof or thereof, will: (ai) in the case that Seller is not a natural Person, conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute of any provisions of the Organizational Documents of such Seller; (with ii) violate any Law or without due notice Order applicable to such Seller or lapse of time by which any properties or bothassets owned or used by such Seller are bound; (iii) a default under, result in the acceleration a breach of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, such Seller is a party or by which either is bound or to which any of their such Seller’s assets or properties are subjectbound; except in each case to the extent that any such conflict, exceptbreach or violation would not materially delay or impair the ability of such Seller to consummate the transactions contemplated by this Agreement; or (iv) constitute a breach of, in the case violate, conflict with or give rise to or create any right or obligation under any trust agreement of any of the foregoing clauses J. Nook 1982 Trust, J. ▇▇▇▇ 2012 Trust, M. Nook 2012 Trust (FBO J. ▇▇▇▇), M. ▇▇▇▇ 2012 Trust (FBO K. ▇▇▇▇▇▇▇▇), M. ▇▇▇▇ 2012 Trust (FBO M. ▇▇▇▇). (b) and Except for the applicable requirements of the HSR Act (cincluding the HSR Filing), for no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority is required to be obtained or made by such Seller in connection with: (i) the execution, delivery and performance by such Seller of this Agreement or any conflict, breach, default, acceleration, termination, modification Seller Ancillary Agreement; or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect (ii) the compliance by such Seller with any of the provisions hereof or thereof or the consummation by such Seller of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectthereby.

Noncontravention. Subject to the filing of the Certificate of Merger as required The execution, delivery and performance by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Seller of this Agreement or and the other Transaction Documentation Documents to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC party and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby and thereby do not and will not, assuming compliance with the matters referred to in Section 3.03 and completion of the Deferred Closing Actions, Cash Repatriation Plan and Carve Out Plan, (i) violate the certificate of incorporation or bylaws of Seller, any Asset Selling Subsidiary or any Transferred Subsidiary, (ii) violate any noticeApplicable Law, (iii) require any consent or waiver other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or any Asset Selling Subsidiary or to a loss of any benefit to which Seller, any Asset Selling Subsidiary or any Transferred Subsidiary is entitled under any Material Contract, (iv) result in the absence creation or imposition of any Lien on any Transferred Asset or on any asset of any Transferred Subsidiary, except for any Permitted Liens, or (v) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or any Asset Selling Subsidiary or to a loss of any benefit to which Seller, any Asset Selling Subsidiary or any Transferred Subsidiary is entitled under any provision of any agreement or other instrument binding upon Seller, any Asset Selling Subsidiary or any Transferred Subsidiary (other than any Material Contract), with such exceptions (A), in the case of each of clauses (ii) through (iv), as would not, individually or in the aggregate, result in a Material Liability, (B), in the case of clause (v), as would not individually result in a Material Liability, and (C), in the case of clauses (i) through (v), as would not prevent or materially delay, or would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of prevent or materially delay, the transactions contemplated hereby, (d) result in the imposition by this Agreement or any other Transaction Document to which Seller or any of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have its Affiliates is a Parent Material Adverse Effectparty.

Noncontravention. Subject to the filing Except as set forth in Section 3(c) of the Certificate of Merger as required by the DGCLDisclosure Schedule, neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the any Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any member of the SELLER Group is subject, (ii) violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiarycharter, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withbylaws, or permit, authorization, consent other organizational document of such Person or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticeauthorization, consent consent, waiver, or waiver underapproval under any agreement, any contract contract, lease, license, instrument, decree, judgment, or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, such Person is a party or by which either it is bound or to which any of their its assets are subject, except, in the case constituting a part of the foregoing clauses SELLER Interests is subject (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest or encumbrance upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiarysuch assets), except, in with respect to subsections (i) and (iii) above, where such violations, breaches, defaults or other matters, including the case of the foregoing clause (e)failure to obtain such authorizations, such violations that would consents, waivers or approvals, could not reasonably be expected to have a Parent Material Adverse Effect. Except (1) pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, (2) as set forth on Section 3(c) of the Disclosure Schedule, (3) for those authorizations, consents, waivers or approvals of Governmental Authorities customarily obtained after the closing of similar transactions ("Customary Post-Closing Consents") and (4) where the failure to give such notices, make such filings or obtain such authorizations, consents, waivers or approvals could not reasonably be expected to have a Material Adverse Effect, no such Person needs to give any notice, make any filing with or obtain any authorization, consent, waiver, or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court of competent jurisdiction (a "GOVERNMENT ENTITY") to which the Company or any of its Subsidiaries is subject or any provision of the organizational documents charter or bylaws by-laws of the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, exceptexcept where the violation, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation, or cancellation which failure to give notice would not reasonably be expected to have a Parent Company Material Adverse Effect or except as set forth in ss.3(f) of the Company Disclosure Letter. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Foreign Competition Laws, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and would not reasonably be expected state securities laws, neither the Company nor any of its Subsidiaries needs to adversely affect give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the consummation of Parties to consummate the transactions contemplated hereby by this Agreement, except where the failure to give notice, to file or (ii) to obtain any noticeauthorization, consent or waiver the absence of which approval would not reasonably be expected to have a Parent Company Material Adverse Effect and or except as set forth in ss.3(f) of the Company Disclosure Letter. "REQUIRED COMPANY CONSENTS" means any authorization, consent or approval of a Government Entity or other Third Party required to be obtained pursuant to any Foreign Competition Laws or state securities laws or so that a matter set forth in ss.3(f) of the Company Disclosure Letter would not be reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Company Material Adverse EffectEffect for purposes of this ss.3(f).

Noncontravention. Subject to the filing of the Certificate of Merger (a) Except as required by the DGCLset forth in Schedule 3.2(a), neither the execution and delivery by the Parent Company (or the Acquisition Subsidiaryany other Anghami Company, as the case may be, applicable) of this Agreement or the and each other Transaction Documentation Agreement to which it any Anghami Company is or is required to be a partyparty or otherwise bound, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, any Anghami Company of the transactions contemplated hereby or therebyand thereby and compliance by any Anghami Company with any of the provisions hereof and thereof, will not (ai) conflict with or violate result in any provision breach of any of the organizational documents material terms, conditions or bylaws of the Parent or the Acquisition Subsidiary, as the case may beprovisions of, (bii) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, constitute a default under (c) conflict with, result in a breach of, constitute (whether with or without due notice or lapse the giving of notice, the passage of time or both), (iii) result in a default violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v) result in the acceleration creation of obligations any Lien upon the Company Shares under, create in or (vi) require any party any right to terminate, modify or cancelapproval from, or require any notice, consent or waiver underfiling with, any contract Governmental Entity under or instrument pursuant to, in each case of clause (i) through (vi), the Governing Documents of any Anghami Company or any Law or Order to which the Parent any Company Shareholder or the Acquisition Subsidiary, as the case may be, is a party or by which either any Anghami Company is bound or to which any of their assets are subject, except, in the case except for any deviations from any of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would that has not reasonably be expected to have a Parent Material Adverse Effect had and would not reasonably be expected to adversely affect have, individually or in the aggregate, a Material Adverse Effect on the Anghami Companies (taken as a whole), Pubco or Vistas Merger Sub or Anghami Merger Sub. (b) Except as set forth in Schedule 3.2(b) or as would not be materially adverse to the Anghami Companies, taken as a whole, the execution and delivery by the Company (or any other Anghami Company, as applicable) of this Agreement and each other Transaction Agreement to which any Anghami Company is or is required to be a party or otherwise bound, and the consummation by any Anghami Company of the transactions contemplated hereby and thereby and compliance by any Anghami Company with any of the provisions hereof and thereof, will not (i) conflict with or result in any breach of any of the material terms, conditions or provisions of, (ii) any constitute a default under (whether with or without the giving of notice, consent the passage of time or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebyboth), (diii) result in a violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v) result in the imposition creation of any Security Interest Lien upon any assets of the Parent or the Acquisition Subsidiary Company Shares under, or (evi) violate any Laws applicable other than public disclosure thereof pursuant to the Parent filings required pursuant to Section 6.1, require any approval under or the Acquisition Subsidiary, exceptpursuant to, in the each case of the foregoing clause (ei) through (vi), such violations that would not reasonably be expected to have a Parent any Material Adverse EffectContract.

Noncontravention. Subject to the receipt of Stockholder Approval, the timely mailing of the notice of dissenters’ rights to the Company’s stockholders and the filing of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Company of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Company of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or the Acquisition SubsidiaryCompany, as the case may beamended to date, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), other than filing of Form D with except for such permits, authorizations, consents and approvals for which the SEC and any applicable state securities filings with respect Company is obligated to the offering of the Merger Shares, which will be completed by Parent following the Effective Timeuse its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, Company is a party or by which either the Company is bound or to which any of their assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument set forth in Schedule 2.13 of the Disclosure Schedule, for which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Company Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (iiiii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Company Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Parent or the Acquisition Subsidiary Company or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Company or the Acquisition Subsidiaryany of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, exceptpledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the case Ordinary Course of Business (as defined below) of the foregoing clause Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (eincluding with respect to frequency and amount), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to compliance with the filing applicable requirements of the Certificate ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of Merger 1976, as required by amended (the DGCL“▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act”), and the other Antitrust Laws and FDI Laws, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyany Ancillary Agreement by PKI or any Seller, nor the consummation by the Parent PKI or the Acquisition Subsidiary, as the case may be, any Seller of the transactions contemplated hereby or thereby, will including the Pre-Closing Transactions, contemplated hereby or thereby, will: (a) conflict with or violate any provision of the charter, articles of association, bylaws or other organizational documents of PKI, any other Seller or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, any Acquired Company; (b) require on the part of the Parent PKI, any other Seller or the Acquisition Subsidiary, as the case may be, any Acquired Company any filing with, notice to, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or any agency, division, bureau, department, instrumentality or sector thereof, in each case, anywhere in the world (a “Governmental Entity”), other than filing of Form D with except for any filing, notice, permit, authorization, consent or approval which if not obtained or made would not, individually or in the SEC and any applicable state securities filings with respect aggregate, reasonably be expected to be material to the offering Business, taken as a whole, or prevent or delay past the Outside Date the consummation of the Merger Shares, which will be completed transactions contemplated by Parent following the Effective Time, this Agreement or any Ancillary Agreement; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest to which the Parent PKI, any other Seller or the Acquisition Subsidiary, as the case may be, any Acquired Company is a party or by which either PKI, any other Seller or any Acquired Company is bound or to which any of their respective assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification modification, cancellation, notice, consent or cancellation which waiver that would not not, individually or in the aggregate, reasonably be expected to have result in any liability that would be material to the Business, taken as a Parent Material Adverse Effect and would not reasonably be expected to adversely affect whole, or prevent or delay past the Outside Date the consummation of the transactions contemplated hereby by this Agreement or any Ancillary Agreement; or (iid) violate any noticeLaw, consent order, writ, injunction or waiver decree specifically naming, or statute, rule, regulation or posted privacy policy applicable to, the absence Business, any Acquired Company or any Seller or any of which or their respective properties or assets, except for any violation that would not not, individually or in the aggregate, reasonably be expected to have result in any liability that would be material to the Business, taken as a Parent Material Adverse Effect and would not reasonably be expected to adversely affect whole, or prevent or delay past the Outside Date the consummation of the transactions contemplated hereby, (d) result in the imposition of by this Agreement or any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectAncillary Agreement.

Noncontravention. Subject to Neither the filing of the Certificate of Merger as required by the DGCLexecution, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, performance of this Agreement by the Seller nor the execution, delivery or performance by each of the Transaction Documentation Seller Parties of each other agreement or instrument to which it is a partyparty executed in connection with this Agreement or delivered pursuant to this Agreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (ai) violate any Law, to which any of the Seller Parties is subject or any provision of their Organizational Documents, (ii) contravene, conflict with or violate result in a material violation of any provision of the organizational documents terms or bylaws requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel or terminate any material authorization or Permit issued by a Governmental Authority that is held by any of the Parent Seller Parties or that otherwise relates to the Acquisition Subsidiary, as the case may beAcquired Interests, (biii) require on give any Governmental Authority or other Person the part right to challenge any material portion of the Parent transactions contemplated under this Agreement or exercise any remedy or obtain any relief that is material to the Acquisition Subsidiary, as Acquired Interests under any Law to which any of the case may be, any filing withSeller Parties is subject, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (civ) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, cancel or cancelexercise any material remedy or loss of rights, or result in the creation of any Encumbrance (other than Permitted Encumbrances), or require any noticenotice (in all such cases with or without the giving of notice and/or the passage of time) under any material agreement, consent contract, lease, license, instrument, or waiver under, any contract or instrument other arrangement to which any of the Parent or the Acquisition Subsidiary, as the case may be, Seller Parties is a party or by which either it is bound or to which any of their its assets are is subject, exceptexcept for (x) required consents to transfer and related provisions and any other third-party approvals or consents contemplated in this Agreement and (y) for consents of any Governmental Authority required with respect to the Permits, all of which are set forth in the case Section 3.1(c) of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectSeller's Disclosure Schedule.

Noncontravention. Subject to compliance with the applicable requirements of the Har▇-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇t and subject to the filing of the Certificate California Merger Filings and the Delaware Merger Filings, and assuming (in the case of Merger as required by clause (b) below) the DGCLaccuracy of the Company's representations and warranties in Section 2.6 above, neither the execution and delivery by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of this Agreement or (in the Transaction Documentation to which it is a partycase of the Buyer) the Escrow Agreement, the Shareholder Agreements, the Special Escrow Agreement or the Exchange Agreement, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents Articles of Incorporation or bylaws By-laws of the Parent Buyer or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition Subsidiary, except, in the case Transitory Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement by the Buyer or the Transaction Documentation to which it is a partyTransitory Subsidiary, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent Buyer or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing any filing, permit, authorization, consent or approval which if not obtained or made would not have a material adverse effect on the assets, business, financial condition, results of Form D with the SEC and any applicable state securities filings with respect operations or future prospects (other than prospects relating to the offering economy in general or the biotechnology or pharmaceutical industries in general) of the Merger Shares, which will be completed Buyer (a "Buyer Material Adverse Effect") or on the ability of the Parties to consummate the transactions contemplated by Parent following the Effective Timethis Agreement, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) other than any conflict, breach, default, acceleration, termination, modification or cancellation which individually or in the aggregate would not reasonably be expected to have a Parent Buyer Material Adverse Effect and would not reasonably be expected or have a material adverse effect on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement, or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition Subsidiary, except, in the case Transitory Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.