Common use of Noncontravention Clause in Contracts

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with with: (a) the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of ; (b) applicable Environmental Laws; and (c) applicable foreign antitrust or trade regulation laws; neither the execution and delivery by the Company of this AgreementAgreement by Buyer, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Buyer of the transactions contemplated hereby, will will: (ai) conflict with or violate any provision of the certificate charter or bylaws of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, Buyer; (bii) require on the part of the Company or Buyer any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has notfor any filing, since the execution and delivery of this Agreementpermit, had and authorization, consent or approval which if not obtained or made would not reasonably be expected to result in prevent, or materially impair or delay, the ability of Buyer to consummate the transactions contemplated by this Agreement (a Company “Buyer Material Adverse Effect, ”); (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 or loss of any right or benefit underof, create in any party the 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 or Security Interest to which the Company or any Subsidiary Buyer is a party or by which the Company or any Subsidiary Buyer is bound or to which any of their respective its assets is are subject, other than except for any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights right to accelerate, termination, modification, cancellation, notice, consent or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and waiver which would not reasonably be expected to result in a Company Buyer Material Adverse Effect; or (iv) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, Buyer or any of its respective properties or assets, except for any violation that would not reasonably be expected to result in a Buyer Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with for the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Securities Act and the Exchange Act, any applicable state and foreign securities laws, the HSR Act, the filing Communications Act and the regulations of the Certificate of Merger as required by the Delaware General Corporation Law FCC, and obtaining the Requisite Stockholder Approvalstate public utility, none of telecommunication or public service laws, neither the execution and delivery by the Company of this Agreement, Agreement by each of the performance by Buyer and the Company of any of its obligations hereunder or Merger Subsidiary nor the consummation by the Company of the transactions contemplated hereby, hereby will (a) conflict with or violate any provision of the Buyer's or Merger Subsidiary's respective certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiarylaws, (b) require on the part of the Company or any Buyer and/or the Merger Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except other than where the failure to do so has notmake or obtain such filings, since the execution and delivery of this Agreementpermits, had and authorizations, consents or approvals would not reasonably be expected to result in the aggregate have a Company Buyer Material Adverse EffectEffect or materially adversely affect the ability of the Buyer to operate the business of the Buyer 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 or loss of any right or benefit underof, create in any party the 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 Company Buyer or any Buyer Subsidiary is a party or by which the Company Buyer or any Buyer Subsidiary is bound or to which any of their respective assets is subjectare subject or any judgment, order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or any Buyer Subsidiary or any of their respective properties or assets, other than any such conflicts, violations, breaches, defaults, accelerations of obligationsaccelerations, losses of rights terminations, modifications, cancellations or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or as would not in the aggregateaggregate have a Buyer Material Adverse Effect, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, or (d) result in the imposition of any Security Interest upon any assets of the Company Buyer or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectBuyer Subsidiary.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law Schedule 3.03 and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and such event would not reasonably be expected to result in be material to the Acquired Company Entities, taken as a whole, or materially impair their ability to consummate the Transactions, neither the execution and delivery by such Acquired Company Material Adverse Effectof the Transaction Documents, nor the consummation of the Transactions, (a) violates or conflicts with any provisions of the governing documents of such Acquired Company or any of its Subsidiaries, (b) except for the applicable requirements of the HSR Act, violates or conflicts with any Law 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 (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 or loss of any right or benefit underof, create creates in any party 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 Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than obtain any such conflictsconsent, breachesapproval, defaultslicense, accelerations of obligationspermit, losses of rights order, authorization, or benefitsregistration, rights to modify, terminate declaration or cancel, notices, consents or waivers that, individually or filing described in the aggregate, have not, since the execution and delivery of this Agreement, had and sentence which would not reasonably be expected to be, be material to the Acquired Company and its Subsidiaries, Entities taken as a wholewhole or materially impair the Acquired Company Entities’ ability to consummate the Transactions, (d) result in the imposition 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 any Security Interest upon any assets of the such Acquired Company or any Subsidiary of its Subsidiaries in connection with the execution, delivery and performance of the Transaction Documents or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any consummation of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectTransactions.

Noncontravention. Except as set forth on Section 2.4 4(d) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Ancillary Agreements to which the Company is or will be a party nor the consummation of the transactions contemplated hereby or thereby, will (i) violate any Law, Order, or other restriction of any Governmental Entity to which the Company or any of its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets 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 clauses (i), (iii) and (iv), where the violation, conflict, breach, infringement, default, acceleration, termination, modification, cancellation, failure to give notice, or Lien would not reasonably be expected to have, individually or in the aggregate, a Material Adverse 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 the applicable requirements of and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, (B) those authorizations, consents and approvals that may be required solely by reason of Buyer being the filing buyer of the Certificate of Merger as required by the Delaware General Corporation Law Shares, and obtaining the Requisite Stockholder Approval(C) those authorizations, none of the execution consents and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will approvals (aincluding compliance with and filings and notices under applicable Environmental Health and Safety Requirements) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and that would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatbe material, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, Subsidiaries (taken as a whole, (d) result in the imposition of any Security Interest upon any assets of or prevent or materially delay performance by the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary of its obligations under this Agreement or any of their respective properties the Ancillary Agreements to which the Company is or assets other than any such violations that have not, since will be a party or the execution and delivery consummation of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectthe transactions contemplated hereby or thereby.

Noncontravention. Except as set forth on in Section 2.4 2.3 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of neither the execution and delivery by the Company Seller of this AgreementAgreement or the Ancillary Agreements, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Seller of the transactions contemplated herebyhereby or thereby, will (a) conflict with or violate any provision of the certificate Certificate of incorporation Incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any SubsidiarySeller, (b) require on the part of the Company or any Subsidiary Seller any notice to or filing with, or any permit, authorization, consent consent, or approval of, any Governmental Entity, except where for any notice, filing, permit, authorization, consent, or approval, the failure to do so has notabsence of which, since individually or in the execution and delivery of this Agreementaggregate, had and would not reasonably be expected to result in have a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify modify, or cancel, or require any notice, consent consent, or waiver under, any contract or instrument to which the Company or any Subsidiary Seller is a party or by which the Company Seller, or any Subsidiary the Acquired Assets is bound or to which any of their respective its assets is subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights termination, modification, or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatcancellation which, individually or in the aggregate, would neither have nota Business Material Adverse Effect and nor would adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, since consent, or waiver the execution and delivery absence of this Agreementwhich, had and individually or in the aggregate, would not reasonably be expected to be, material to neither have a Business Material Adverse Effect nor would adversely affect the Company and its Subsidiaries, taken as a wholeconsummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest Encumbrance upon any assets of the Company or any Subsidiary Acquired Assets, or (e) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to the CompanySeller, any Subsidiary or any of their respective its properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectassets.

Noncontravention. Except as set forth on Section 2.4 The execution, delivery and performance of this Agreement and the Company Stockholder Voting Agreement by Parent do not, and the consummation by Parent of the Disclosure ScheduleMerger and the other transactions contemplated by this Agreement and the Company Stockholder Voting Agreement and compliance by Parent with the provisions of this Agreement and the Company Stockholder Voting Agreement, as applicable, will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) 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 creation of any Lien in or upon any of the properties, rights or assets of Parent or any of its Subsidiaries under, or require any consent or approval by, or any notice to, any person under, (i) subject to compliance with the applicable requirements receipt of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Parent Stockholder Approval, none of the execution and delivery by Parent Certificate or the Company of this AgreementParent Bylaws, the performance by the Company of (ii) any Contract to which Parent or any of its obligations hereunder Subsidiaries is a party or the consummation by the Company any of their respective properties, rights or assets is subject or (iii) subject to receipt of the transactions contemplated herebyParent Stockholder Approval and the governmental filings and other matters referred to in the following sentence, will (a) conflict with any Law or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company Order applicable to Parent or any Subsidiary of its Subsidiaries or their respective properties, rights or assets, other than, in the case of clauses (ii) and (iii), for (1) any notice to such conflicts, violations, breaches, defaults, rights of termination, modification, cancellation or filing withacceleration, losses or Liens and (2) any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has notobtain any such consents or approvals, since in the execution case of clauses (1) and delivery of this Agreement(2), that individually or in the aggregate have not had and would not reasonably be expected to result in have a Company Parent Material Adverse Effect. No consent, (c) conflict approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, result any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in a breach ofconnection with the execution, constitute (with or without due notice or lapse delivery and performance by Parent of time or both) a default under, result in this Agreement and the acceleration of obligations or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Ancillary Agreements to which the Company or any Subsidiary Parent is a party or the consummation by which Parent of the Company 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 Subsidiary is bound or 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 any Parent is a party and the transactions contemplated hereby and thereby, (5) the filing of their respective assets is subjectthe Certificate of Merger with the Secretary of State of the State of Delaware and (6) such other consents, other than any such conflictsapprovals, breachesorders, defaultsauthorizations, accelerations actions, registrations, declarations and filings the failure of obligations, losses of rights which to be obtained or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, made individually or in the aggregate, aggregate have not, since the execution and delivery of this Agreement, not had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as have a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Parent Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 To the knowledge of any director or officer of the Disclosure ScheduleBuyer, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the certificate of incorporation charter or by-laws bylaws of the Company Buyer or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party 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 Company or any Subsidiary Buyer is a party or by which the Company or any Subsidiary it is bound or to which any of their respective its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or 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. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any such conflictsnotice to, breachesmake any filing with, defaultsor obtain any authorization, accelerations consent, or approval of obligationsany government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , losses except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of rights or benefits, rights the Parties to modify, terminate or cancel, notices, consents or waivers that, individually or in consummate the aggregate, have not, since the execution and delivery of transactions contemplated by this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2), will (ai) conflict with violate any Law to which either Seller and/or any of its Subsidiaries or any of their respective property is subject, (ii) violate any provision of the certificate of incorporation charter or by-laws bylaws or any other similar governing or organizational documents of the Company or the charter, by-laws or other organizational document Seller and/or any of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing withits Subsidiaries, or any permit(iii) subject to obtaining the Approval Order, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, notice or consent or waiver under, (other than notices and consents specified in Section 3.3 of the Disclosure Schedule) under any contract or instrument Contractual Obligation to which either of the Company Sellers or any Subsidiary of their Subsidiaries is a party subject or by which the Company or any Subsidiary of them is bound or to which any of their respective assets the Acquired Assets is subject, other than including any Contractual Obligations that are not Acquired Contracts or Acquired Leases, (or result in the imposition of any Lien upon any of the Acquired Assets), except for such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, such rights to modifyaccelerate, terminate terminate, modify or cancel, notices, consents or waivers that, individually any failure to observe any such notice or in the aggregate, have not, since the execution and delivery of this Agreement, consent requirements which has not had and would not reasonably be expected to behave, material to the Company and its Subsidiaries, taken as a whole, (d) result individually or in the imposition of any Security Interest upon any assets aggregate, a Material Adverse Effect. Other than in connection or in compliance with the provisions of the Company Procedure Order and the Approval Order, or any Subsidiary or (e) violate any orderas set forth in Section 3.3 of the Disclosure Schedule, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or neither Seller nor any of their respective properties Subsidiaries needs to give any notice to, make any filing with, or assets other than obtain any authorization, consent, waiver or approval of, any government or governmental agency in order for such violations that have not, since Persons to consummate the execution transactions contemplated by this Agreement (including the assignments and delivery of this Agreement, had and would not reasonably be expected assumptions referred to result in a Company Material Adverse EffectSection 2).

Noncontravention. Except as set forth disclosed on Section 2.4 3.04 of the Sellers’ Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalSchedules, none of the execution and authorization, execution, delivery or performance by the any Company Related Entity of this AgreementAgreement (without giving effect to Section 6.08 or the last sentence of Section 6.09) or any Ancillary Agreement to which it is a party, nor the consummation of the Contemplated Transactions, will: (a) assuming the taking of each action by (including the obtaining of each necessary authorization, consent or approval), or in respect of, and the making of all necessary filings with, Governmental Authorities, in each case, as disclosed on Section 3.03 or 4.03 of the Sellers’ Disclosure Schedules, conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Legal Requirement applicable to any Company Related Entity, the performance by the Company Business or any Assets of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will Related Entity; or (ab) conflict with or violate any provision of the certificate of incorporation result in a breach or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing withviolation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any permit, action by (including any authorization, consent or approval ofapproval) or notice to any Person, or require any offer to purchase or prepayment of any Debt or Liability under, or result in the creation of any Encumbrance upon or forfeiture of any of the rights, interests, duties, properties or assets of any Company Related Entity under, any Governmental of the terms, conditions or provisions of (i) any Permit applicable to or otherwise affecting any Company Related Entity, except where the failure to do so such conflict, breach, violation, default, termination, acceleration or other event has notnot had, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in have, a Company Material Adverse Effect, (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 or loss any Contractual Obligation of any right Company Related Entity except where such conflict, breach, violation, default, termination, acceleration or benefit underother event has not had, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to behave, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, or (iii) the Organizational Documents of any Company Related Entity.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate Articles of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalVSCA, none of neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Target or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (a) conflict with or violate any provision of the certificate Certificate of incorporation Incorporation or by-laws Bylaws of the Company Target or the charter, by-laws or other organizational document of any Subsidiary, Merger Sub; (b) require on the part of the Company Target or the Merger Sub any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where other than those (i) required solely by reason of the failure Company’s participation in the transactions contemplated hereby or (ii) to do so has notbe made by the Company or (iii) any filing, since the execution and delivery of this Agreementpermit, had and authorization, consent or approval which, if not made or obtained, would not reasonably be expected to result in have a Company Material Adverse Effect, Effect on the Target; (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 or loss of any right or benefit underof, create in any party the 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 Company Target or any Subsidiary the Merger Sub is a party or by which the Company or any Subsidiary either is bound or to which any of their respective assets is are subject, other than except for any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights right to accelerate, termination, modification, cancellation, notice, consent or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and waiver that would not reasonably be expected to be, material to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, Target or the Merger Sub; (d) result in the imposition of any Security Interest upon any assets of the Company Target or any Subsidiary the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Target or the Merger Sub or any of their respective properties or assets other than assets, except for any such violations violation that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in have a Company Material Adverse EffectEffect on the Target or the Merger Sub.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and delivery by the Company Seller of this AgreementAgreement or the Ancillary Agreements, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Seller of the transactions contemplated herebyhereby or thereby, will (a) conflict with or violate any provision of the certificate Certificate of incorporation Incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any SubsidiarySeller, (b) require on the part of the Company or any Subsidiary Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary Seller is a party or by which the Company or any Subsidiary Seller is bound or to which any of their respective its assets is subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights termination, modification or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatcancellation which, individually or in the aggregate, would not have not, since the execution and delivery of this Agreement, had a Seller Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (ii) any notice, material to consent or waiver the Company absence of which, individually or in the aggregate, would not have a Seller Material Adverse Effect and its Subsidiaries, taken as a wholewould not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary Seller or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Seller or any of their respective its properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectassets.

Noncontravention. Except as set forth on Section 2.4 The execution, delivery and performance by Ardagh, AMPSA and MergeCo of this Agreement and each of the Disclosure ScheduleRelated Agreements to which Ardagh, subject to compliance with AMPSA or MergeCo is party, and the applicable requirements consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActTransactions by Ardagh, the filing of the Certificate of Merger as required by the Delaware General Corporation Law AMPSA or MergeCo, do not and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will not (a) violate, conflict with or result in the breach of any provision of the Organizational Documents of Ardagh, AMPSA and MergeCo; (b) assuming that all applicable Regulatory Approvals have been obtained, contravene, conflict with or violate any provision of Law or Governmental Order applicable to the certificate of incorporation AMP Business, or by-laws of the Company to Ardagh, AMPSA or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company MergeCo or any Subsidiary any notice to of their respective properties or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, assets; (c) violate, conflict with, result in a any breach of, constitute a default (or an event which, with or without due the giving of notice or lapse of time time, or both, would become a default) a default under, or result in the acceleration of obligations or loss of any right or benefit under, create or result in the creation or imposition of any party the right to terminateEncumbrance (other than a Permitted Encumbrance) on, modify or cancel, or require any noticeconsent, consent approval or waiver under, or give to others any contract rights of termination, amendment, acceleration or instrument to which the Company cancellation of, any AMP Material Contract or Permit, or any Subsidiary is Ardagh Existing Indebtedness; or (d) otherwise result in the creation of any Encumbrance (other than a party or by which the Company or any Subsidiary is bound or to which Permitted Encumbrance) upon any of their respective the material properties or assets is subjectof the AMP Business, other than except in the case of clauses (b), (c) and (d) for any such conflictsbreaches, breachesviolations, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatEncumbrances as would not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its SubsidiariesAMP Business or the AMP Entities, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 The execution, delivery and performance by each of Seller, the Equity Sellers and any applicable Retained Subsidiary of the Disclosure Schedule, subject Transaction Documents to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law which it is a party and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will thereby do not and shall not (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company its Organizational Documents or the charter, by-laws or other organizational document Organizational Documents of any Purchased Subsidiary, (b) require on assuming compliance with the part of the Company or matters referred to in Section 4.03, violate any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental EntityLaw, except where the failure to do so has not, since the execution and delivery of this Agreement, had and for any such violations that would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatto, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material materially detrimental to the Company and its Business or the Purchased Subsidiaries, taken as a whole, (c) conflict with or constitute material default (or an event that, with notice or lapse of time or both, would become a material default) under or give rise to any right of termination, cancellation or acceleration of any material right or obligation or to a loss of any material benefit relating to the Business to which it is entitled under any Material Contract (including, for the avoidance of doubt the Leases), except as set forth on Schedule 4.04, or (d) result in the creation or imposition of any Security Interest upon Lien on any assets Purchased Asset or on a Purchased Subsidiary, except for Permitted Liens. Except as set forth on Schedule 4.04 or as would not be reasonably expected to, individually or in the aggregate, be materially detrimental to the Business or the Purchased Subsidiaries, taken as a whole, assuming compliance with the matters referred to in Section 4.03, no notice to, or consent or approval from, any Person under any Material Contract or any Lease is required to be made or obtained by Seller, the Equity Sellers or any Purchased Subsidiary in connection with execution, delivery or performance of this Agreement and the consummation of the Company transactions contemplated hereby, except as would not be reasonably expected to, individually or any Subsidiary or (e) violate any orderin the aggregate, writ, injunction, decree, statute, rule or regulation applicable be materially detrimental to the CompanyBusiness or the Purchased Subsidiaries, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in taken as a Company Material Adverse Effectwhole.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since Neither the execution and delivery of this Agreement or any Parent Ancillary Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectnor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby, nor compliance by Parent or Merger Sub with any of the provisions hereof or thereof, will: (ci) conflict with, with or 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 a Lien upon any property or loss assets of Parent or Merger Sub pursuant to any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Contract to which the Company Parent or any Subsidiary Merger Sub is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than may be subject; or (iii) violate any such violations that have notLaw or Order applicable to Parent or Merger Sub or by which any properties or assets owned or used by Parent or Merger Sub are bound or affected; except, since the execution and delivery of this Agreementin each case, had and as would not reasonably be expected to result have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement, or as would not 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 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 thereby, except, in each case, as would not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement, or as would not materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of (a) Neither the execution and the delivery of this Agreement or any other Ancillary Agreement to which the Parent or Merger Sub is a party nor the consummation of the Merger and the other transactions contemplated by the Company of this Agreement, will, with or without the performance by the Company giving of any of its obligations hereunder notice or the consummation by the Company lapse of the transactions contemplated herebytime or both, will (ai) conflict with or violate any provision of the certificate of incorporation formation or by-laws limited liability company agreement (or comparable organization documents, as applicable) of the Company Parent or the charter, by-laws or other organizational document of any SubsidiaryMerger Sub, (bii) require assuming compliance with the 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 part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectdate 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 loss a right of any right termination or benefit cancellation under, create in any party accelerate the right to terminate, modify or cancelperformance required by, or require otherwise violate any notice, consent or waiver under, any contract or instrument Contract to which the Company Parent or any Subsidiary Merger Sub is a party or by which (iv) result in the Company or creation of any Subsidiary is bound or to which any of their respective assets is subject, Lien (other than a Permitted Lien) on an properties, rights or assets of the Parent or Merger Sub, except in the case of clauses (ii), (iii) or (iv) to the extent that any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and violation would not reasonably be expected to be, material to prevent or materially delay the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets consummation of the Company or any Subsidiary or Merger and the other transactions contemplated by this Agreement. (eb) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the The execution and delivery of this AgreementAgreement by the Parent and Merger Sub and each Ancillary Agreement to which it is a party does not, had 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 result in a Company Material Adverse Effectprevent or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and delivery of this Agreement by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or MLP Entities nor the consummation by the Company MLP Entities of the transactions contemplated herebyTransactions, nor compliance by the MLP Entities with any of the terms or provisions of this Agreement, will (a) conflict with or violate any provision of the certificate of incorporation MLP Charter Documents or by-laws any of the Company or comparable organizational documents of the charter, by-laws or other organizational document of any SubsidiaryMLP Group Entities, (b) require on assuming that the part of Consents referred to in Section 3.5 and the Company MLP Unitholder Consent are obtained and the filings referred to in Section 3.5 are made, (i) violate, in any material respect, any Law or Order applicable to the MLP Group Entities or by which they or any Subsidiary any notice to of their respective properties or filing with, assets may be bound or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectaffected, (cii) violate or conflict with, in any material respect, or result in a breach ofthe loss of any material benefit under, constitute a material default (or an event which, with or without due notice or lapse of time time, or both, would constitute a default) a default under, result in the acceleration termination of obligations or loss a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any right material Lien upon any of the respective properties or benefit underassets of, create in the MLP Group Entities under any party the right to terminate, modify or cancel, or require Permit (including any notice, consent or waiver under, any contract or instrument Environmental Permit) to which any of the Company or any Subsidiary MLP Group Entities is a party or by which the Company they or any Subsidiary is of their respective properties or assets may be bound or affected, (iii) violate or conflict with, or result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the MLP Group Entities under any Contract to which any of the MLP Group Entities is a party or by which they or any of their respective properties or assets is subjectmay be bound or affected, other than except for any such conflictsbreach, breachesviolation, defaultstermination, accelerations of obligationsmodification, losses of rights cancellation, creation, acceleration, loss or benefits, rights to modify, terminate or cancel, notices, consents or waivers default that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, have an MLP Material Adverse Effect or (div) result in the imposition exercisability of any Security Interest upon right to purchase or acquire any assets material asset of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectMLP Group Entities.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of (a) Neither the execution and delivery by of this Agreement or any other Ancillary Agreement to which the Company is a party nor the consummation of this Agreementthe Merger and the other transactions contemplated hereby or thereby will, with or without the performance by the Company giving of any of its obligations hereunder notice or the consummation by the Company lapse of the transactions contemplated herebytime or both, will (ai) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company bylaws (or the charter, by-laws or other equivalent organizational document of any Subsidiary, (band governing documents) require on the part of the Company or any Subsidiary thereof, (ii) assuming compliance with the filing and notice requirements set forth in clauses (i) through (viii) of Section 3.4(b), violate any notice Law applicable to or filing with, the Company or any permit, authorization, consent of its Subsidiaries or approval of, any Governmental Entity, (iii) except where as set forth in Section 3.4(a) of the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 loss a right of any right termination or benefit cancellation under, create in any party accelerate the right to terminate, modify or cancelperformance required by, or require otherwise violate any notice, consent or waiver under, any contract or instrument Material Contract to which the Company or any Subsidiary of its Subsidiaries is a party or by which (iv) result in the creation of any Lien (other than Permitted Liens) on any properties, rights or assets of the Company or any Subsidiary is bound or of its Subsidiaries, except, in the case of the immediately preceding clauses (ii), (iii) and (iv), to which any of their respective assets is subject, other than the extent that any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights violation would not reasonably be expected to modify, terminate or cancel, notices, consents or waivers that(A) have, individually or in the aggregate, have not, since a 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 AgreementAgreement and each Ancillary Agreement to which it is a party does not, had 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 be(A) have, material to individually or in the aggregate, a Material Adverse Effect or (B) prevent or materially delay the Company and from performing its Subsidiaries, taken as a whole, (d) result obligations under this Agreement in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectmaterial respect.

Noncontravention. Except as set forth on Section 2.4 of Schedule 4.4 or as would not, individually or in the Disclosure Scheduleaggregate, subject reasonably be expected to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Acthave a Material Adverse Effect, the Acquired Company is not required to submit any notice, report or other filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approvalwith, none of or obtain any consent or other approval of, any Governmental Authority or any other Person in connection with the execution and delivery by the Company Seller of this Agreement, the performance or by any Seller of any Seller Ancillary Agreement or by the Acquired Company of any of its obligations hereunder Company Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby. Except as set forth on Schedule 4.4, neither the execution and delivery by Seller of this Agreement or any Seller Ancillary Agreement, or by the Acquired Company of any Company Ancillary Agreement, nor the consummation by Seller or the Acquired Company of the transactions contemplated herebyhereby or thereby, nor compliance by Seller or the Acquired Company with any of the provisions hereof or thereof, will (a) conflict with or violate result in a breach of any provision provisions of the certificate of incorporation or by-laws Organizational Documents of the Company or the charter, by-laws or other organizational document of any SubsidiaryAcquired Company, (b) require on constitute or result in the part breach of the Company any term, condition or any Subsidiary any notice to or filing withprovision of, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in constitute a Company Material Adverse Effect, (c) conflict with, result in a breach of, constitute default under (with or without due notice or lapse of time time, or both) a default ), or give rise to any right of termination, cancellation or acceleration with respect to, or give rise to any obligation of the Acquired Company to make any payments under, or result in the acceleration creation or imposition of obligations a Lien upon the Acquired Company property or loss of assets pursuant to, any right or benefit underMaterial Contract, create in any party the right to terminate, modify or cancelLease, or require any notice, consent or waiver under, any contract or instrument Permit to which the Acquired Company or any Subsidiary is a party or by which the Acquired Company or its properties or assets may be subject, or (c) violate any Order or Law applicable to the Acquired Company or any Subsidiary is bound of its properties or to which any assets, except in the case of their respective assets is subjectclauses (b) and (c), other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatas would not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as have a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.. 4.5

Noncontravention. Except as set forth on Section 2.4 of Schedule 4.4 or as would not, individually or in the Disclosure Scheduleaggregate, subject reasonably be expected to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Acthave a Material Adverse Effect, the Acquired Company is not required to submit any notice, report or other filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approvalwith, none of or obtain any consent or other approval of, any Governmental Authority or any other Person in connection with the execution and delivery by the Company Seller of this Agreement, the performance or by any Seller of any Seller Ancillary Agreement or by the Acquired Company of any of its obligations hereunder Company Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby. Except as set forth on Schedule 4.4, neither the execution and delivery by Seller of this Agreement or any Seller Ancillary Agreement, or by the Acquired Company of any Company Ancillary Agreement, nor the consummation by Seller or the Acquired Company of the transactions contemplated herebyhereby or thereby, nor compliance by Seller or the Acquired Company with any of the provisions hereof or thereof, will (a) conflict with or violate result in a breach of any provision provisions of the certificate of incorporation or by-laws Organizational Documents of the Company or the charter, by-laws or other organizational document of any SubsidiaryAcquired Company, (b) require on constitute or result in the part breach of the Company any term, condition or any Subsidiary any notice to or filing withprovision of, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in constitute a Company Material Adverse Effect, (c) conflict with, result in a breach of, constitute default under (with or without due notice or lapse of time time, or both) a default ), or give rise to any right of termination, cancellation or acceleration with respect to, or give rise to any obligation of the Acquired Company to make any payments under, or result in the acceleration creation or imposition of obligations a Lien upon the Acquired Company property or loss of assets pursuant to, any right or benefit underMaterial Contract, create in any party the right to terminate, modify or cancelLease, or require any notice, consent or waiver under, any contract or instrument Permit to which the Acquired Company or any Subsidiary is a party or by which the Acquired Company or its properties or assets may be subject, or (c) violate any Order or Law applicable to the Acquired Company or any Subsidiary is bound of its properties or to which any assets, except in the case of their respective assets is subjectclauses (b) and (c), other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatas would not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as have a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with for the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Securities Act, the filing Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), any applicable state and foreign securities laws, and the MGCL, or as set forth in Schedule 2.3 of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalCompany Letter, none of the execution and delivery of this Agreement or the Articles of Merger by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, hereby or thereby will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other similar organizational document documents of the Company or any Subsidiary, of its Subsidiaries (assuming stockholder approval is received); (b) require on the part of the Company or any Subsidiary of its Subsidiaries any notice to or 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”), except for such filings, permits, authorizations, consents or approvals that have been obtained or where the failure to do so has make such filing or obtain such permit, authorization, consent or approval would not, since individually or in the execution and delivery of this Agreementaggregate, had and would not reasonably be expected to result in have a Company 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 or loss of any right or benefit underof, create in any party the 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 Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any Subsidiary of its Subsidiaries is bound or to which any of their respective assets is subjectsubject or any judgment, order, 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 any than, such conflicts, violations, breaches, defaults, accelerations of obligationsaccelerations, losses of rights or benefitsterminations, rights to modify, terminate or cancelcancellations, notices, consents or waivers that, as would not individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not aggregate reasonably be expected to be, material to the Company and its Subsidiaries, taken as have a whole, Material Adverse Effect; or (d) result in the imposition of any Security Interest Lien upon any material assets of the Company or any Subsidiary of its Subsidiaries, which Lien would materially detract from the value, or (e) violate any ordermaterially interfere with the use, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectassets.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate Articles of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalNevada Law, none of neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (a) conflict with or violate any provision of the certificate Articles of incorporation Incorporation or by-laws Bylaws of the Company or the charter, by-laws or other organizational document of any Subsidiary, Merger Sub; (b) require on the part of the Company or the Merger Sub any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where other than those (i) required solely by reason of the failure Company’s participation in the transactions contemplated hereby or (ii) to do so has notbe made by the Target or (iii) any filing, since the execution and delivery of this Agreementpermit, had and authorization, consent or approval which, if not made or obtained, would not reasonably be expected to result in have a Company Material Adverse Effect, Effect on the Company; (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 or loss of any right or benefit underof, create in any party the 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 Company or any Subsidiary the Merger Sub is a party or by which the Company or any Subsidiary either is bound or to which any of their respective assets is are subject, other than except for any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights right to accelerate, termination, modification, cancellation, notice, consent or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and waiver that would not reasonably be expected to be, material to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or the Merger Sub; (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Company or the Merger Sub or any of their respective properties or assets other than assets, except for any such violations violation that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in have a Company Material Adverse EffectEffect on the Company or the Merger Sub.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with for the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Securities Act, the filing of Exchange Act, any applicable state and foreign securities laws, the Certificate of Merger as required by New York Stock Exchange, the Delaware General Corporation Law Toronto Stock Exchange and obtaining the Requisite Stockholder ApprovalMGCL, none of the execution and delivery by the Company of this Agreement, Agreement or the performance Articles of Merger by the Company of any of its obligations hereunder Parent or Sub or the consummation by the Company of the transactions contemplated hereby, hereby or thereby will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other similar organizational document documents of Parent or Sub or any Subsidiary, of their respective Subsidiaries or (b) require on the part of the Company Parent or Sub or any Subsidiary of their respective Subsidiaries any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for such filings, permits, authorizations, consents or approvals that have been obtained or where the failure to do so has notmake such filing or obtain such permit, since the execution and delivery of this Agreementauthorization, had and consent or approval would not individually or in the aggregate reasonably be expected to result in have a Company Material Adverse Effect, material adverse effect on the ability of Parent or Sub to timely consummate the 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 or loss of any right or benefit underof, create in any party the 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 Company Parent or Sub or any Subsidiary of their respective Subsidiaries is a party or by which the Company Parent or Sub or any Subsidiary of their respective Subsidiaries is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company subject or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, Parent or Sub or any Subsidiary of their respective Subsidiaries or any of their respective properties or assets assets; other than any than, in the case of clause (c) above, such violations that have notconflicts, since the execution and delivery of this Agreementviolations, had and breaches, defaults, accelerations, terminations, cancellations, notices, consents, waivers or Liens as would not individually or in the aggregate reasonably be expected to result in have a Company Material Adverse Effectmaterial adverse effect on the ability of Parent or Sub to timely consummate the transactions contemplated hereby.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, by Royal Numico or Seller, will (a) conflict with violate any Law or violate Order to which Royal Numico, Seller, the Company or any of the Subsidiaries is subject or any provision of the certificate Constituent Documents of incorporation or by-laws of the Company or the charterRoyal Numico, by-laws or other organizational document of any SubsidiarySeller, (b) require on the part of the Company or any Subsidiary any notice to or filing withof the Subsidiaries, or any permit, authorization, consent or approval of, any Governmental Entity, (b) except where as set forth in Section 2.06 of the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (c) conflict withDisclosure Schedule, 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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify or cancel, or require cancel any notice, consent or waiver under, any contract or instrument Contract to which Seller, the Company or any Subsidiary is a party or by which the Company or any Subsidiary it is bound or to which any of their respective assets its Assets is subjectsubject (or result in the imposition of any Lien upon any of its Assets), other than any such conflictsexcept where the violation, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights termination, modification, cancellation or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatLien would not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to behave a Material Adverse Effect. None of Royal Numico, material to the Company and its SubsidiariesSeller, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary is required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority (i) in order for it to consummate the transactions contemplated by this Agreement or (eii) violate any orderthat, writto Seller's Knowledge, injunction, decree, statute, rule or regulation applicable to will adversely affect the Company, any Subsidiary or any ability of their respective properties or assets Purchaser (other than due to any legal or regulatory facts specific to Purchaser) to consummate the transactions contemplated by this Agreement or to obtain the requisite financing in accordance with the commitment letters referred to in Section 3.08, except as disclosed in Section 2.06 of the Disclosure Schedule, and except where the failure to give notice, to file or to obtain any such violations that have authorization, consent or approval would not, since individually or in the execution and delivery of this Agreementaggregate, had and would not reasonably be expected to result in have a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (aA) conflict with or violate any provision applicable Law or Order of the certificate of incorporation or by-laws of the Company any Governmental Authority or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part Constituent Instruments of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectits Subsidiaries, (cB) 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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any of the terms, consent conditions, or waiver underprovisions of any note, any contract bond, mortgage, indenture, agreement, lease, or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any Subsidiary is bound of its Subsidiaries may be bound, except for such defaults (or rights of termination, cancellation, or acceleration) as to which any of their respective assets is subjectrequisite waivers or consents have been, other than any such conflictsor will prior to the Closing be, breaches, defaults, accelerations of obligations, losses of rights obtained or benefits, rights to modify, terminate which if not obtained or cancel, notices, consents or waivers thatmade would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or have a Material Table of Contents Adverse Effect on the Company, or (C) require any declaration, filing, or registration with, or notice to, or authorization, consent, or approval of any Governmental Authority, other than (i) as specified in Section 4(c) of the Disclosure Schedule, (ii) such declarations, filings, registrations, notices, authorizations, consents, or approvals which, if not obtained or made, would not, since individually or in the execution and delivery aggregate, prevent or materially delay the consummation of the transactions contemplated by this AgreementAgreement or have a Material Adverse Effect on the Company, had and would not reasonably be expected to be, material or (iii) any requirements which become applicable to the Company and or its Subsidiaries, taken Subsidiaries as a whole, (d) result in of the imposition specific regulatory status of any Security Interest upon Buyer (or any assets of its respective Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer (or any of its respective Affiliates) is or proposes to be engaged. In addition, specifically with respect to the Technology Development Agreement No. MDA972-95-3-00036 concerning the "Development of Flexible Thin Film Copper Indium diSelenide Photovoltaics" between Flexible Thin-Film CIS Photovoltaics Vapor Manufacturing Consortium and the Defense Advanced Research Projects Agency ("DARPA"), effective May 30, 1995, as amended (the “VPM Agreement”), the sale of the Shares by the Seller to the Buyers pursuant to the terms of this Agreement will not create any claim against Company arising under the VPM Agreement, including but not limited to any claim for a return of funds advanced by DARPA to the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectConsortium.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none None of the execution and delivery by the Company Member or EOC Beneficial Owner of this AgreementAgreement or any Related Agreement to which Member or EOC Beneficial Owner is or will become a party, the performance by the Company of any Member or EOC Beneficial Owner of its obligations hereunder under this Agreement and such Related Agreements or the consummation by the Company of the transactions contemplated herebyTransactions, will including the EOP Contribution or EOC Contribution, will: (a) conflict with violate any Law applicable to such Member or EOC Beneficial Owner; (b) in the case of any Member that is not a natural Person, violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, such Member’s Organizational Documents; (c) conflict with, result in a breach of, constitute a default under (with or without due notice or lapse of time time, or both) a default under), result in the acceleration of obligations or loss of any right or benefit underof, create in any party Party the right to terminatemodify, modify accelerate, terminate or cancel, or require any notice, consent or waiver underapproval of any Person under any lease, any contract sublease, license, sublicense, franchise, Permit, agreement for borrowed money, or other agreement or instrument to which the Company such Member or any Subsidiary EOC Beneficial Owner is a party or by which such Member or EOC Beneficial Owner is bound, except where such Member or EOC Beneficial Owner has obtained (or, prior to Closing will have obtained) the Company consent of or any Subsidiary is bound waiver from the other party to such agreement or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or instrument; (d) result in the aggregatecreation of any Lien on such Member’s EOP Units or EOC Units, have notas applicable; or (e) require a Filing with or the obtainment of a Permit from any Governmental Authority, since except, in the execution case set forth in clauses (a), (c), and delivery (e), such violation, breach, default, acceleration, creation of this Agreementa right, had and or requirement that (i) would not reasonably be expected to behave a Material Adverse Change, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (eii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectprevent, impede or delay such Member or EOC Beneficial Owner from consummating the Transactions.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalNRS, none of neither the execution and delivery by the Company NCR of this AgreementAgreement or the Transaction Documentation to which it is a party, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company NCR of the transactions contemplated herebyhereby or thereby, will (a) conflict with or violate any provision of the certificate organizational documents or bylaws of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, NCR (b) require on the part of the Company or NCR any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where other than filing of Form D with the failure SEC and any applicable state securities filings with respect to do so has notthe offering of the Merger Shares, since which will be completed by NCR following the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectEffective 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 or loss of any right or benefit under, create in any party the any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary NCR is a party or by which the Company or any Subsidiary either is bound or to which any of their respective assets is are subject, other than any such conflictsexcept, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregatecase 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 not, since the execution and delivery of this Agreement, had a NCR Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (ii) any notice, material consent or waiver the absence of which would not reasonably be expected to have a NCR Material Adverse Effect and would not reasonably be expected to adversely affect the Company and its Subsidiaries, taken as a wholeconsummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary NCR or (e) violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectNCR.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalAct, none of neither the execution and delivery by Parent or Acquisition Subsidiary, as the Company case may be, of this AgreementAgreement or the Transaction Documentation, the performance by the Company of any of its obligations hereunder or nor the consummation by Parent or Acquisition Subsidiary, as the Company case may be, of the transactions contemplated herebyhereby or thereby, will (a) conflict with or violate any provision of the certificate organizational documents or bylaws of incorporation Parent or by-laws of Acquisition Subsidiary, as the Company or the charter, by-laws or other organizational document of any Subsidiarycase may be, (b) require on the part of Parent or Acquisition Subsidiary, as the Company or case may be, any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where other than required notification to the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectFinancial 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 or loss of any right or benefit under, create in any party the any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Parent or Acquisition Subsidiary, as the Company or any Subsidiary case may be, is a party or by which the Company or any Subsidiary either is bound or to which any of their respective assets is are subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights termination, modification or benefits, rights cancellation which would not reasonably be expected to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had a Parent Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (ii) any notice, material 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 Company and its Subsidiaries, taken as a wholeconsummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company Parent or any Acquisition Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the Company, any Parent or Acquisition Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectassets.

Noncontravention. Except as set forth on Section 2.4 Subject to the receipt of Stockholder Approval, the timely mailing of the Disclosure Schedule, subject notice of dissenters’ rights to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Company’s stockholders and the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalMCA, none of neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws bylaws of the Company or the charterCompany, by-laws or other organizational document of any Subsidiaryas amended to date, (b) require on the part of the Company or any Subsidiary any notice to or 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”), except where for such permits, authorizations, consents and approvals for which the failure Company is obligated to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected use its Reasonable Best Efforts to result in a Company Material Adverse Effectobtain 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 or loss of any right or benefit under, create in any party Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations acceleration, termination, modification or cancellation in any contract or instrument set forth in Schedule 2.13 of obligationsthe Disclosure Schedule, losses of rights for which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or benefitsapproval pursuant to Section 4.2(b), rights to modify(ii) any conflict, terminate breach, default, acceleration, termination, modification or cancel, notices, consents or waivers that, individually or in the aggregate, cancellation which would not have not, since the execution and delivery of this Agreement, had a Company Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (iii) any notice, material to consent or waiver the absence of which would not have a Company Material Adverse Effect and its Subsidiaries, taken as a wholewould not 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 Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Company or any of their respective its properties or assets other than any such violations that have not, since the execution and delivery assets. For purposes of this Agreement: “Security Interest” means any mortgage, had pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and would 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 Ordinary Course of Business (as defined below) of the Company and not reasonably be expected material to result in a Company Material Adverse Effectthe Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth on Section 2.4 Subject to receipt of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Stockholder Approval and the filing of the Certificate Articles of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalNRS, none of neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or Agreement nor the consummation by the Company of the transactions contemplated hereby, hereby will (a) conflict with or violate any provision of the certificate articles of incorporation or by-laws bylaws of the Company or the charterCompany, by-laws as amended to date, bylaws or other organizational document of any SubsidiaryCompany Subsidiary (as defined below), (b) require on the part of the Company or any Company Subsidiary any notice to or 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”), except where for such permits, authorizations, consents and approvals for which the failure Company is obligated to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected use its Reasonable Best Efforts (as defined below) to result in a Company Material Adverse Effectobtain 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of their respective assets is subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations acceleration, termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of obligationsthe Company Disclosure Schedule, losses of rights for which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or benefitsapproval pursuant to Section 4.2(b), rights to modify(ii) any conflict, terminate breach, default, acceleration, termination, modification or cancel, notices, consents or waivers that, individually or in the aggregate, cancellation which would not have not, since the execution and delivery of this Agreement, had a Company Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (iii) any notice, material to consent or waiver the absence of which would not have a Company Material Adverse Effect and its Subsidiaries, taken as a wholewould not 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 Company or any Company Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Company Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery assets. For purposes of this Agreement: “Security Interest” means any mortgage, had pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and would 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 Ordinary Course of Business (as defined below) of the Company and not reasonably be expected material to result in a Company Material Adverse Effectthe Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth on Section 2.4 The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Disclosure Schedule, subject Company or Merger Sub is (or is specified to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery be) a party by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or Merger Sub and the consummation by the Company of the transactions contemplated hereby, Transactions do not and will not (a) contravene, conflict with with, or violate any provision of, or result in the breach of any Applicable Law, (b) contravene, conflict with, or violate any provision of, or result in the breach of the certificate of incorporation or by-laws Governing Documents of the Company or Merger Sub or any of their respective Subsidiaries, (c) assuming the charterreceipt of the consents, by-laws approvals, authorizations and other requirements set forth in Section 5.03, conflict with, violate or result in a breach of any term, condition or provision of any Significant Contract, or terminate or result in a default under, or require any consent, notice or other organizational document action by any Person under (with or without notice, or lapse of time, or both) or the loss of any Subsidiaryright under, or create any right of termination, acceleration or cancellation of, any Significant Contract, or (bd) require on result in the part creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or Merger Sub or any Subsidiary any notice to or filing withof their respective Subsidiaries, or any permitconstitute an event which, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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, would result in the acceleration any such violation, breach, termination or creation of obligations a Lien or loss result in a violation or revocation of any right required license, Permit or benefit underapproval from any Governmental Authority or other Person, create except, in any party the right each case of clauses (a), (c) and (d) above, (i) with respect to terminateMerger Sub, modify or cancel, or require any notice, consent or waiver under, any contract or instrument would not reasonably be expected to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thathave, individually or in the aggregate, have nota material adverse effect on the ability of Merger Sub to enter into and perform this Agreement and the Ancillary Agreements, since (ii) with respect to the execution and delivery Company, to the extent that the occurrence of this Agreement, had and any of the foregoing would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2.4 2), will (i) violate any Law to which the Seller and/or any of its Subsidiaries or any of their respective property is subject, (ii) violate any provision of the charter or bylaws or any other similar governing or organizational documents of the Seller and/or any of its Subsidiaries, or (iii) subject to obtaining the Approval Order, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent (other than notices and consents specified in Section 3.3 of the Disclosure Schedule) under any Contractual Obligation to which the Seller and/or any of its Subsidiaries is subject or by which any of them is bound or to which any of the Acquired Assets is subject (or result in the imposition of any Lien upon any of the Acquired Assets), subject except for such conflicts, breaches, defaults, accelerations or such rights to accelerate, terminate, modify or cancel, or any failure to observe any such notice or consent requirements which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Other than in connection or in compliance with the applicable requirements provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filing Procedure Order and the Approval Order, or as set forth in Section 3.3 of the Certificate of Merger as required by Disclosure Schedule, neither the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of Seller nor any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary Subsidiaries needs to give any notice to or to, make any filing with, or obtain any permit, authorization, consent consent, waiver or approval of, any Governmental Entity, except where government or governmental agency in order for such Persons to consummate the failure transactions contemplated by this Agreement (including the assignments and assumptions referred to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectSection 2).

Noncontravention. Except Assuming the making of all filings and notifications as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance may be required or advisable in connection with the applicable requirements of transactions described herein under the -18- ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 as amended (the “HSR Act”) and any non-U.S. antitrust, merger control or competition laws (collectively with HSR Act, the filing “Antitrust Laws”) and the receipt of all clearances, approvals, authorizations, consents and waiting period expirations or terminations as may be required or advisable in connection with the Certificate of Merger as required by transactions described herein under the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalAntitrust Laws, none of the execution and delivery by the Company of this AgreementAgreement and the Transaction Documents to which it is (or will be a party) does not (and will not), and the performance by the Company of any of its obligations hereunder or and thereunder and the consummation by the Company of the transactions contemplated herebyTransactions will not, will (ai) conflict with or violate result in the creation of any provision Encumbrance, other than Permitted Encumbrances, on any of the certificate of incorporation properties, rights or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part assets of the Company or any Subsidiary of its Subsidiaries (including the Facilities) or any notice to or filing of the shares of Capital Stock, (ii) contravene, conflict with, or result in any permitviolation of or default under (with or without notice or lapse of time, authorizationor both), consent or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, or require any consent, approval ofor 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, (B) any Material Contract of the Company or any of its Subsidiaries or any Lease, (C) any Applicable Law, or (D) any Authorization except with respect to clauses (B), (C) and (D) only, any Governmental Entitysuch contravention, except where the failure to do so has notconflict, since the execution and delivery of this Agreement, had and violation or breach that would not reasonably be expected to result in have a Company Material Adverse Effect, or (ciii) conflict with, result in a breach of, constitute (with give any Governmental Entity or without due notice or lapse of time or both) a default under, result in the acceleration of obligations or loss of any right or benefit under, create in any party other Person the right to terminate, modify challenge any of the Transactions or cancel, to exercise any remedy or require obtain any notice, consent or waiver relief under, any contract Applicable Law or instrument any Order to which the Company or any Subsidiary of its Subsidiaries or any of the assets, rights or properties owned or used by the Company or any of its Subsidiaries, is a party subject. Following the Closing, the Company will be permitted to exercise all of its rights under the Material Contracts without the payment of any additional amounts or by consideration other than ongoing fees, royalties or payments which the Company or any such Subsidiary is bound or would otherwise have been required to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material pay pursuant to the Company and its Subsidiaries, taken as a whole, (d) result in terms of such Material Contracts had the imposition of any Security Interest upon any assets of the Company Merger or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would Transactions not reasonably be expected to result in a Company Material Adverse Effectoccurred.

Noncontravention. Except as set forth on Section 2.4 (a) The execution, delivery and performance of this Agreement and the consummation of the Disclosure ScheduleTransactions by the Parent Parties do not and will not (i) conflict with, subject result in or constitute a material violation of or default under the organizational documents of the Parent Parties or any Contract, Permit or Law applicable to compliance the Parent Parties, (ii) conflict with, result in or constitute a material violation of or default under (with or without notice, lapse of time or both), give rise to a right of termination, cancellation, renegotiation, modification or acceleration of any obligation or loss or modification of any benefit under or require consent, approval or waiver from any Person in accordance with any Contract, Permit or Law applicable to any of the Parent Parties, or (iii) otherwise have an adverse effect upon the ability of any of the Parent Parties to consummate the Transactions. (b) No consent, approval, license, Permit or Order of, or registration or filing with or declaration or notification to, any Governmental Authority is required by or with respect to any of the Parent Parties in connection with the applicable requirements execution, delivery and performance of this Agreement or the Related Agreements to which such Parent Party is a party or the consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActTransactions, except (i) for the filing of the Certificate of Merger, the Second Certificate of Merger as required by and the Delaware General Corporation Law and obtaining Third Certificate of Merger with the Requisite Stockholder Approval, none Secretary of State of the execution and delivery by the Company State of this AgreementDelaware, the performance by the Company of any of its obligations hereunder (ii) such consents, approvals or licenses as may be required under applicable state securities or “blue sky” Laws or the consummation by the Company rules and regulations of the transactions contemplated herebyNasdaq, will and (aiii) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has notobtain such consent, since the execution and delivery of this Agreementapproval, had and license, Permit or Order, or to make such registration, filing, declaration or notification would not reasonably be expected to result in have a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Parent Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActAntitrust Laws and applicable Environmental Laws, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of neither the execution and delivery by the Company any Seller of this AgreementAgreement or the Ancillary Agreements to which such Seller will be a party, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company any Seller of the transactions contemplated herebyhereby or thereby, will will: (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws bylaws, partnership agreement, limited liability company operating agreement or other organizational document comparable governing document, as applicable, of any Subsidiary, such Business Subsidiary or such Seller; (b) require on the part of the Company any Business Subsidiary or any Subsidiary Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has notfor any filing, since the execution and delivery of this Agreementpermit, had and authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party 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 Company any Business Subsidiary or any Subsidiary Seller is a party or by which the Company any Business Subsidiary or any Subsidiary Seller is bound or to which any of their respective assets is subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligations, losses of rights acceleration or benefits, rights right to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations modify that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Business Material Adverse Effect or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to result in a Business Material Adverse Effect; or (d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to any Business Subsidiary or any Seller or any of or their respective properties or assets, except for any violation that would not reasonably be expected to result in a Business Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Body or court to which any of the Company and its Subsidiaries is subject or any provision of the certificate of incorporation or by-laws bylaws of any of the Company and its Subsidiaries or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, consent or waiver under, notice under any contract or instrument Contract to which any of the Company or any Subsidiary and its Subsidiaries is a party or by which the Company or any Subsidiary it is bound or to which any of their respective its assets is subject, other than any such conflictsexcept where the violation, breachesconflict, defaultsbreach, accelerations default, acceleration, termination, modification, cancellation, or failure to give notice would not have a Material Adverse Effect or a material adverse effect on the ability of obligations, losses of rights or benefits, rights the Parties to modify, terminate or cancel, notices, consents or waivers that, individually or in consummate the aggregate, have not, since the execution and delivery of transactions contemplated by this Agreement. Other than in connection with the provisions of the Hart-Scott-Rodino Act, had the Delaware General Corporation Law, the Se▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Act, the Securities Act, the state securities laws, the Communications Act of 1934, as amended, and would not reasonably be expected to beas set forth on ss. 3(d) of the Company Disclosure Schedule, material to none of the Company and its SubsidiariesSubsidiaries needs to give any notice to, taken as a wholemake any filing with, (d) result in the imposition or obtain any authorization, consent, or approval of any Security Interest upon any assets of Governmental Body in order for the Company Parties to consummate the transactions contemplated by this Agreement or any Subsidiary or (e) violate any orderexecute, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution deliver and delivery of perform its obligations under this Agreement, had and except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not reasonably be expected to result in have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth on Section 2.4 Subject to the receipt of Stockholder Approval, the timely mailing of the Disclosure Schedulenotice of dissenters’ rights to the Company’s stockholders, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actif any, and the filing of the Certificate Certificates of Merger as required by the Delaware General Corporation Law DGCL and obtaining the Requisite Stockholder ApprovalMBCA, none of neither the execution and delivery by the a Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the a Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws bylaws of the Company or the chartersuch Company, by-laws or other organizational document of any Subsidiaryas amended to date, (b) require on the part of the such Company or any Subsidiary any notice to or 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”), except where the failure for such permits, authorizations, consents and approvals for which such Company is obligated to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected use its Reasonable Best Efforts to result in a Company Material Adverse Effectobtain pursuant to Section 4.2(a), (c) except as required by Schedule 2.4, 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 or loss of any right or benefit under, create in any party Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the such Company or any Subsidiary is a party or by which the such Company or any Subsidiary is bound or to which any of their respective assets is subject, other than 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 such conflictsCompany is obligated to use its Reasonable Best Efforts to obtain waiver, breachesconsent or approval pursuant to Section 4.2(b), defaults(ii) any conflict, accelerations of obligationsbreach, losses of rights default, acceleration, termination, modification or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, cancellation which would not have not, since the execution and delivery of this Agreement, had a Company Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (iii) any notice, material to consent or waiver the absence of which would not have a Company Material Adverse Effect and its Subsidiaries, taken as a wholewould not adversely affect the consummation of the transactions contemplated hereby, (d) except as disclosed on Schedule 2.4, result in the imposition of any Security Interest (as defined below) upon any assets of the such Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary such Company or any of their respective its properties or assets other than any such violations that have not, since the execution and delivery assets. For purposes of this Agreement: “Security Interest” means any mortgage, had pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and would 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 Ordinary Course of Business (as defined below) of any Company and not reasonably be expected material to result in a Company Material Adverse Effectsuch Company; and “Ordinary Course of Business” means the ordinary course of any Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this ---------------- Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which the Target or either of the Principals is subject or any provision of the certificate of incorporation charter or by-laws bylaws of the Company Target or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party 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 Company Target or any Subsidiary either of the Principals is a party or by which the Company or any Subsidiary it is bound or to which any of their respective its assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights subject (or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Material Adverse Effect on the Target or either of the Company Principals or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable impede the ability of the parties to consummate the transactions contemplated by this Agreement. Other than the filings pursuant to the CompanyMerger, neither the Target nor the Principals need give any Subsidiary notice to, make any filing with, or obtain any authorization, consent, or approval of their respective properties any government or assets other than any such violations that have not, since governmental agency in order for the execution and delivery of parties to consummate the transactions contemplated by this Agreement, had and except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not reasonably be expected to result in have a Company Material Adverse EffectEffect on the Target or the Principals, as the case may be, or impede the ability of the parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which the Company is subject or any provision of the certificate of incorporation charter or by-laws bylaws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (bii) require on the part except as set forth in Section 4(b) of the Company or any Subsidiary any notice to or filing withDisclosure Schedule, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, notice or consent or waiver under, under any contract or instrument Contract to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary it is bound or to which any of their respective its assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights subject (or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest Encumbrances upon any assets of its assets), except where the Company violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice or any Subsidiary obtain consent, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would Encumbrance could not reasonably be expected to result have a Material Adverse Effect; provided that in no event shall the failure of Parent or the Company to have obtained any consent from any third party under any Contract or Permit constitute a breach of any of the representations, warranties, covenants or agreements made by Parent or the Company in this Agreement. To the Knowledge of the Company and except for the notices and consents described in Section 6(b) below, the Company is not required to give notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency 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 could not reasonably be expected to have a Material Adverse Effect.

Noncontravention. (a) Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with for the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActHSR Act (including the HSR Filing), and with respect to the ESOP, the filing applicable requirements of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalSection 8.6.4, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since neither the execution and delivery of this AgreementAgreement or any Seller Ancillary Agreement nor the consummation by such Seller Party of the transactions contemplated hereby or thereby, had and would nor compliance by such Seller Party with any of the provisions hereof or thereof, will: (i) in the case of any Seller Party that is not reasonably be expected to result in a Company Material Adverse Effectnatural Person, (c) conflict with, with or 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 of obligations or loss creation of any Lien (other than a Permitted Lien) on any property, asset or right or benefit under, create in of any party the right Acquired Company pursuant to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Contract to which the Company or any Subsidiary such Seller Party is a party or by which the Company such Seller Party’s properties, assets or any Subsidiary is 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 a right of termination, modification or 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 their respective such Seller Party’s assets is subject, other than or properties are bound; except in each case to the extent that any such conflictsoccurrence would not 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), breachesno consent, defaultsapproval, accelerations of obligationsauthorization or permit of, losses of rights or benefitsfiling with or notification to, rights any Governmental Authority is required to modifybe obtained or made by such Seller Party in connection with: (i) the execution, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution delivery and delivery performance by such Seller Party of this Agreement or any Seller Ancillary Agreement, had and would not reasonably be expected to be, material to ; or (ii) the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of compliance by such Seller Party with any Security Interest upon any assets of the Company provisions hereof or any Subsidiary thereof or (e) violate any order, writ, injunction, decree, statute, rule the consummation by such Seller Party of the transactions contemplated hereby or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectthereby.

Noncontravention. Except as set forth on Section 2.4 The execution and delivery by Pubco, Vistas Merger Sub and Anghami Merger Sub of this Agreement and each other Transaction Agreement to which it is or is required to be a party, the consummation by such Party of the Disclosure Scheduletransactions contemplated hereby and thereby, and compliance by such Party with any of the provisions hereof and thereof, will not (a) subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law Amended and obtaining the Requisite Stockholder ApprovalRestated Pubco Governing Documents, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiarysuch Party’s Governing Documents, (b) require subject to obtaining the consents listed on the part of the Company Consents Schedule hereto, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to such Party or any Subsidiary any notice to of its properties or filing withassets, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (c) (i) violate, conflict with, with or result in a breach of, (ii) constitute a default (or an event which, with or without due notice or lapse of time or both, would constitute a default) a default under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by such Party under, (v) result in a right of termination or acceleration of obligations under, (vi) give rise to any obligation to make payments or loss provide compensation under, (vii) result in the creation of any right Lien (other than a Permitted Lien) upon any of the properties or benefit assets of such Party under, create in (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to terminatedeclare a default, modify exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or require modify any noticeright, consent benefit, obligation or waiver other term under, any contract of the terms, conditions or instrument to which the Company or provisions of, any Subsidiary is a party or by which the Company or material Contract of such Party, except for any Subsidiary is bound or to which deviations from any of their respective assets is subjectthe foregoing clauses (a), other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights (b) or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and (c) that would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as have a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectEffect on Pubco, Vistas Merger Sub or Anghami Merger Sub.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to (a) Assuming compliance with the applicable requirements matters referenced in clauses (i) through (v) of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActSection 4.3(b) and receipt of any required approvals in connection therewith, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or Agreement nor the consummation by the Company of the transactions contemplated hereby, Merger will (ai) conflict with or violate any provision of the certificate of incorporation or by-laws (or equivalent organization and governing documents) of the Company Parent or Merger Sub, (ii) violate any Law applicable to the Parent or Merger Sub on the date hereof, (iii) with or without the giving of notice or the charter, by-laws lapse of time or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (c) conflict withboth, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration termination of obligations or loss a right of termination or cancellation under, or accelerate the performance of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver underobligation required by, any contract or instrument Contract to which the Company Parent or any Subsidiary Merger Sub is a party or by which (iv) result in the Company or creation of any Subsidiary is bound or to which any of their respective assets is subject, Lien (other than a Permitted Lien) upon any properties, rights or assets of the Parent or Merger Sub, except in the case of the immediately preceding clauses (ii), (iii) and (iv), to the extent that any such conflictsviolation, breachesbreach, defaultsdefault, accelerations of obligationstermination, losses of rights termination or benefitscancellation right creation, rights to modify, terminate acceleration or cancel, notices, consents or waivers thatLien creation would not have, individually or in the aggregate, have not, since the a Parent Material Adverse Effect. (b) The execution and delivery of this AgreementAgreement by each of the Parent and Merger Sub does not, had and would not reasonably be expected to bethe consummation of the Merger will not, material require any Order, Permit of, or filing with or notification to, any Governmental Entity, except for (i) compliance with applicable foreign, provincial and state securities or blue sky Laws, the Advisers Act, the Securities Act and the Exchange Act (including the filing with the SEC of any required Proxy Statement and any required mailing or other dissemination thereof), (ii) compliance with the rules and regulations of the NYSE, including any applications for any delisting of the Common Stock with the NYSE, the CFTC, FINRA, the securities or insurance commission (or other similar body) of any foreign government, province or state or any other self-regulatory body, (iii) compliance with the HSR Act and any applicable foreign antitrust Laws, (iv) the filing and recording of appropriate merger or other documents as required by the DGCL (including the Certificate of Merger with the Secretary of State of the State of Delaware), (v) the Orders, Permits, filings and notifications set forth in the disclosure schedule delivered by the Parent to the Company immediately prior to the execution of this Agreement and its Subsidiaries(vi) such Orders, taken as a wholePermits, (d) result in filings and notifications which, if not obtained or made, would not prevent or materially delay the imposition of any Security Interest upon any assets consummation of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectMerger.

Noncontravention. Except as set forth on in Section 2.4 4(c) of the Disclosure Schedule, neither the execution and the delivery of any Transaction Agreement, nor the consummation of the transactions contemplated thereby, will (i) violate any constitution, statute, regulation, rule, injunction, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any member of the BUYER Group is subject, (ii) violate any provision of the charter, bylaws, or other organizational document of such Person or (iii) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any authorization, consent, waiver, or approval under any agreement, contract, lease, license, instrument, decree, judgment, or other arrangement to which such Person is a party or by which it is bound or to which any of its assets are subject (or result in the imposition of any Security Interest or encumbrance upon any such assets), except, with respect to compliance with subsections (i) and (iii) above, where such violations, breaches, defaults or other matters, including the applicable requirements of failure to obtain such authorizations, consents, waivers or approvals, could not reasonably be expected to have a Material Adverse Effect on the transactions contemplated hereby. Except (1) pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing (2) as set forth on Section 4(c) of the Certificate of Merger as required by Disclosure Schedule, (3) Customary Post-Closing Consents and (4) where the Delaware General Corporation Law and obtaining the Requisite Stockholder Approvalfailure to give such notices, none of the execution and delivery by the Company of this Agreementmake such filings or obtain such authorizations, the performance by the Company of any of its obligations hereunder consents, waivers or the consummation by the Company of approvals could not reasonably be expected to have a Material Adverse Effect on the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice no such Person needs to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require give any notice, consent make any filing with or waiver underobtain any authorization, consent, waiver, or approval of any contract or instrument Governmental Authority in order for the Parties to which consummate the Company or any Subsidiary is a party or transactions contemplated by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate Articles of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalTexas Act, none of neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Target or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (a) conflict with or violate any provision of the certificate Articles of incorporation Incorporation or by-laws Bylaws of the Company Target or the charter, by-laws or other organizational document of any Subsidiary, Merger Sub; (b) require on the part of the Company Target or the Merger Sub any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where other than those (i) required solely by reason of the failure Company's participation in the transactions contemplated hereby or (ii) to do so has notbe made by the Company or (iii) any filing, since the execution and delivery of this Agreementpermit, had and authorization, consent or approval which, if not made or obtained, would not reasonably be expected to result in have a Company Material Adverse Effect, Effect on the Target; (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 or loss of any right or benefit underof, create in any party the 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 Company Target or any Subsidiary the Merger Sub is a party or by which the Company or any Subsidiary either is bound or to which any of their respective assets is are subject, other than except for any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights right to accelerate, termination, modification, cancellation, notice, consent or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and waiver that would not reasonably be expected to be, material to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, Target or the Merger Sub; (d) result in the imposition of any Security Interest upon any assets of the Company Target or any Subsidiary the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Target or the Merger Sub or any of their respective properties or assets other than assets, except for any such violations violation that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in have a Company Material Adverse EffectEffect on the Target or the Merger Sub.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which WNDS or Merger Sub is subject, or any provision of the certificate their respective certificates of incorporation incorporation, or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party 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 Company WNDS or any Subsidiary Merger Sub is a party or by which the Company or any Subsidiary either of them is bound or to which any of their respective assets is are subject, other than any except in the case of each of clauses (i) and (ii), such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatas could not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect. Neither WNDS nor Merger Sub is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement, other than (i) in the case of Merger Sub, the filing of the Articles of Merger, (ii) in the case of WNDS (A) any filings required by state securities laws and (B) the filing by WNDS, if required, of a Notice of a Sale of Securities on Form D with the SEC under Regulation D of the Securities Act or (iii) in the case of WNDS and Merger Sub, filings that have been made or obtained prior to or contemporaneously with the date of this Agreement.

Noncontravention. Except as set forth on Section 2.4 Neither the execution and the delivery of this Agreement, nor the consummation of the Disclosure Scheduletransactions contemplated by this Agreement, will (i) violate any valid constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Seller and the Acquired Assets is subject or any provision of the charter or bylaws of the Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to compliance accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition of the Acquired Assets and Assumed Liabilities taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the Knowledge of the Seller, and other than in connection with the applicable requirements provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary Seller does not need to give any notice to or to, make any filing with, or obtain any permit, authorization, consent consent, or approval of, of any Governmental Entitygovernment or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to do so has notgive notice, since the execution and delivery of this Agreementto file, had and or to obtain any authorization, consent, or approval would not reasonably be expected to result in have a Company Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse material adverse effect on the financial condition of time or both) a default under, result in the acceleration of obligations or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution Acquired Assets and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, Assumed Liabilities taken as a whole, (d) result in whole or on the imposition of any Security Interest upon any assets ability of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable Parties to consummate the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of transactions contemplated by this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Securities Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approvalany applicable state securities Laws, none of neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charterStatutes and Organizational Documents, by-laws or other organizational document as applicable, of any SubsidiaryAcquired Company, (b) require on the part of the any Acquired Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, accelerate, modify or cancel, or require any notice, consent or waiver under, (i) any Scheduled Agreement or any contract or instrument set forth or required to be set forth on Section 3.17(a) of the Disclosure Schedule, or (ii) any other contract or instrument to which the an Acquired Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective its assets is are subject, other than except, with respect to this Section 3.4(c)(ii), (A) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights termination, modification, or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and cancellation which would not reasonably be expected to be, have a material adverse effect upon the consummation of the transactions contemplated hereby or result in any Liability to the Company and its Subsidiariesor (B) notice, taken as consent or waiver the absence of which would not have a wholematerial adverse effect upon the consummation of the transactions contemplated hereby or result in Liability to the Company, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary Acquired Company, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Acquired Company or any of their respective the properties or assets other than of any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectAcquired Company.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will shall (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Entity to which any of Parent and its Subsidiaries is subject or any provision of the certificate of incorporation or by-laws of the Company or the charterincorporation, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing withas amended, or any permitbylaws, authorizationas amended, consent of Parent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, Sub 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 or loss of any right or benefit underof, create in any party 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 Company Parent or any Subsidiary Sub is a party or by which the Company or any Subsidiary is they are bound or to which any of their respective material assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights are subject (or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of its assets), except, where with respect to (i) and (ii) above the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a Material Adverse Effect on the ability of the Company Parties to consummate the transactions contemplated by this Agreement or any Subsidiary upon Target. Other than (A) the filings and/or notices in connection with the provisions of the Delaware Act or state securities laws and (eB) violate any ordersuch other consents, writapprovals, injunctionorders, decreeauthorizations, statutepermits, rule filings, reports, or regulation applicable to the Company, any Subsidiary modifications that if not obtained or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and made would not reasonably be expected to result prevent or delay the consummation of the transactions contemplated by this Agreement, neither Parent nor Sub need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in a Company Material Adverse Effectorder for the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalAct, none of neither the execution and delivery by the Company Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation to which it is a party, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (a) conflict with or violate any provision of the certificate of incorporation organizational documents or by-laws bylaws of the Company Parent or the charterAcquisition Subsidiary, by-laws or other organizational document of any Subsidiaryas the case may be, (b) require on the part of the Company Parent or the Acquisition Subsidiary, as the case may be, any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where other than (i) 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, or (ii) filing of such permits, authorizations, consents and approvals as to which the failure to do so has not, since obtain or make the execution and delivery of this Agreement, had and same would not reasonably be expected to result in have a Company Parent 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 or loss of any right or benefit under, create in any party the any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company Parent or any Subsidiary the Acquisition Subsidiary, as the case may be, is a party or by which the Company or any Subsidiary either is bound or to which any of their respective assets is are subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights termination, modification or benefits, rights cancellation which would not reasonably be expected to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had a Parent Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (ii) any notice, material 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 Company and its Subsidiaries, taken as a wholeconsummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company Parent or any the Acquisition Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.or

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which any of the Target and its Subsidiaries is subject or any provision of the certificate charter or bylaws of incorporation or by-laws any of the Company Target and its Subsidiaries or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party 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 any of the Company or any Subsidiary Target and its Subsidiaries is a party or by which the Company or any Subsidiary it is bound or to which any of their respective its assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights subject (or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of its assets) except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition of the Company Target and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Other than in connection with the provisions of the Colorado Business Corporation Act, the Nevada General Corporation Law, the Securities Exchange Act, the Securities Act, and the state securities laws, none of the Target and its Subsidiaries needs to give any Subsidiary notice to, make any filing with, or (e) violate obtain any orderauthorization, writconsent, injunction, decree, statute, rule or regulation applicable approval of any government or governmental agency in order for the Parties to consummate the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of transactions contemplated by this Agreement, had and except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not reasonably be expected have a material adverse effect on the Target and its Subsidiaries taken as a whole or on the ability of the Parties to result in a Company Material Adverse Effectconsummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by P City Agreement, the Company of Deposit Escrow Agreement, the Post-Closing Escrow Agreement or any of its obligations hereunder or other agreement contemplated hereby nor the consummation by the Company of the transactions contemplated hereby, hereby 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 certificate of incorporation or by-laws of the Company or the charter, by-laws bylaws or other organizational document documents of any Subsidiary, (b) require on the part of the Company Company, its Subsidiaries or any Subsidiary any notice to PCI or filing with, of the Venture Agreement or any permit, authorization, consent the Indenture of Trust for the Trust or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party 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 Company Company, its Subsidiaries, PCI or any Subsidiary the Venture is a party or by which the Company or any Subsidiary it is bound or to which any of their respective its assets is subjectsubject or any Service Contract (or result in the imposition of any Lien upon any of its assets), other than except where, in the cases of clauses (i) and (iii), any such violations, conflicts, breaches, defaults, accelerations of obligationsaccelerations, losses of rights terminations, modifications, cancellations, failures to give notice or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatLiens would not, individually or in the aggregate, have nota Material Adverse Effect. Other than as required by the Delaware General Corporation Law, since the execution and delivery none of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a wholePCI or the Venture needs to give any notice to, (d) result 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, individually or in the imposition aggregate, have a Material Adverse Effect. The execution, delivery and performance of any Security Interest upon any assets this Agreement, the P City Agreement and the other agreements contemplated hereby and the consummation of the Company transactions contemplated hereby and thereby will not permit any stockholder, partner, joint venturer or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to other holder of an interest in the Company, any Subsidiary Subsidiary, PCI or the Venture to exercise or invoke any buy-sell, right of their respective properties first refusal or assets first offer, purchase option or other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectpurchase or option right.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the The execution and delivery by the Company of this AgreementAgreement by each of Parent and Merger Sub does not, and the performance of this Agreement by the Company of any of its obligations hereunder or Parent and Merger Sub and the consummation by the Company of the transactions contemplated herebyTransactions will not, will (ai) conflict with or violate any provision of the certificate respective certificates of incorporation or and by-laws of the Company or the charter, by-laws or other organizational document of any SubsidiaryParent and Merger Sub, (bii) require on the part assuming that all consents, approvals and authorizations contemplated by clauses (i)-(v), inclusive, of the Company 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 Laws applicable to Parent or any Subsidiary Parent Subsidiaries or by which any notice to of their respective properties is bound or filing withaffected, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to (iii) result in any breach of or constitute a Company Material Adverse Effect, default (c) conflict with, result in a breach of, constitute (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 a Lien on any of the properties or loss assets of Parent or any right or benefit under, create in any party the 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 Company Parent or any Subsidiary of its Subsidiaries is a party or by which the Company Parent or any Subsidiary is bound Parent Subsidiaries or to which any of their respective assets properties is subjectbound or affected, other than except, in the case of clauses (ii) and (iii) of this Section 3.04(a), for any such conflictsconflict, breachesviolation, defaultsbreach, accelerations default, impairment, right or lack of obligations, losses of rights consent or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatapproval that would not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as have a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Parent Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by of the Company of this Agreement, the performance by the Company of any of its obligations hereunder or Transaction Documents nor the consummation by the Company of the transactions contemplated herebythereby (including the assignments referred to in Article I above), will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Donlar is subject, (ii) violate any provision of the certificate articles of incorporation or by-laws bylaws of the Company Donlar or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party 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 Company or any Subsidiary Donlar is a party or by which the Company or any Subsidiary it is bound or to which any of their respective its assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights subject (or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest has not been waived in writing or would not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Company Transaction Documents or any Subsidiary the transactions contemplated thereby, (y) have or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company material adverse effect on the Acquired Assets or (z) adversely impair Donlar's ability to perform fully on a timely basis its obligations under any Transaction Document (any of (x), (y) or (z) a Material Adverse Effect). Assuming satisfaction of all relevant conditions in Article IV, Donlar does not need 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 the Parties to consummate the transactions contemplated by this Agreement (including the assignments referred to in Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and delivery by the Company Acquiror and Merger Sub of this Agreement, Agreement and the performance by the Company of any of its obligations hereunder or Ancillary Agreements nor the consummation by Acquiror and the Company Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (a) conflict with or violate result in any violation of any provision of the certificate respective Certificates of incorporation Incorporation, Articles of Incorporation or byBy-laws of the Company Acquiror or the charter, by-laws or other organizational document of any Subsidiary, Merger Sub; (b) require on the part of the Company Acquiror or Merger Sub any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental EntityAuthority, except where the failure to do so has notfor any filing, since the execution and delivery of this Agreementpermit, had and authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument agreement to which the Company Acquiror or any Subsidiary Merger Sub is a party or by which the Company Acquiror or Merger Sub is bound, except for (i) any Subsidiary is bound conflict, breach, default, acceleration or right to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and modify that would not reasonably be expected to beresult in an Acquiror Material Adverse Effect or (ii) any notice, material consent or waiver the absence of which would not reasonably be expected to the Company and its Subsidiaries, taken as a whole, result in an Acquiror Material Adverse Effect; (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule injunction or regulation applicable to decree specifically naming the Company, any Subsidiary Acquiror or Merger Sub or any of their respective properties or assets other than which would reasonably be expected to have an Acquiror Material Adverse Effect; or (e) violate any such violations statute, rule or regulation applicable to Acquiror or Merger Sub or any of their respective properties or assets, except for any violation that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company an Acquiror Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 The execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents to which it is or will be a party, and each of the Disclosure Scheduleother documents and instruments to be executed and delivered by such Seller pursuant hereto and thereto, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will hereby and thereby do not and shall not (ai) conflict with or violate any provision of the certificate of incorporation incorporation, bylaws, limited partnership agreement or by-laws any similar organizational documents of the Company or the charter, by-laws or other organizational document of any Subsidiarysuch Seller, (bii) require on assuming compliance with the part of the Company or filings and notices to Governmental Authorities referred to in Section 4.03, violate any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectApplicable Law, (ciii) conflict with, result in a breach ofassuming the obtaining of all Required Consents and Other Consents, constitute (a default or an event that, with or without due notice or lapse of time or both) , would constitute a default underunder or give rise to any right of termination, result in the cancellation or acceleration of obligations or loss of any right or obligation of such Seller or to a loss of any benefit under, create in any party relating to the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Table of Contents Business to which such Seller is entitled under any provision of any agreement or other instrument binding upon such Person with respect to the Company or any Subsidiary is a party Business or by which the Company or any Subsidiary is bound or to which any of their respective assets the Purchased Assets or such Seller is subjector may be bound, including any Material Contract, or (iv) result in the creation or imposition of any Lien on any Purchased Asset, other than Permitted Liens, except, in the case of clauses (ii) and (iii) of this Section 4.04 (in the case of clause (iii), other than with respect to a Material Contract, as to which this exception shall not apply), for any such conflicts, breaches, defaults, accelerations of obligationsviolations, terminations, cancellations, accelerations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatLiens that would not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be(x) adversely affect in any material respect the ability of any Seller to consummate, material to or otherwise materially delay the Company consummation of, the transactions contemplated hereby and its Subsidiariesthereby, (y) subject the Buyer Parties, taken as a whole, (d) result in or the imposition of Business to any Security Interest upon any assets of the Company or any Subsidiary material liability or (ez) violate adversely affect in any order, writ, injunction, decree, statute, rule or regulation applicable material respect the Buyer Parties’ ability to conduct the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectBusiness as presently conducted.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with or violate any provision of the certificate of incorporation charter or by-laws of the Company or the charter, by-laws or other organizational document bylaws of any Subsidiaryof Parent and its Subsidiaries or (ii), assuming compliance with the matters referred to in the next sentence of this Section 4.3, (bA) require on the part violate any Laws or Governmental Order to which any of the Company Parent and its Subsidiaries is subject or any Subsidiary any notice to (B) with or filing withwithout notice, lapse of time or any permitboth, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit underof, create in any party 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 Company or any Subsidiary of Parent and its Subsidiaries is a party or by which the Company or any Subsidiary it is bound or to which any of their respective its assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights subject (or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of its assets), except, in the Company case of clause (ii), such violation, breach, default, acceleration or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations change that have would not, since individually or in the execution and delivery of this Agreementaggregate, had and would not reasonably be expected to result in have a Company Material Adverse EffectEffect on Parent. Except (a) for 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 4.3 of the Parent Disclosure Letter, in each case as required by applicable Laws, (b) as may be necessary as a result of any facts or circumstances relating solely to Company, any of its Subsidiaries or any holder of Company Shares, (c) for the filing of the Certificate of Merger with the Delaware Secretary of State pursuant to the Delaware 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, (d) for filings by Parent under, and compliance by Parent with the requirements under, the Securities Exchange Act and the applicable requirements of Nasdaq and (e) for any other third party approvals as are reflected in Section 4.3 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 in any case for those that the failure to make or obtain would not be reasonably expected to have a Material Adverse Effect on Parent.

Noncontravention. Except as Assuming that the Governmental Requirements, the Third Party Consents and the License Consents will be satisfied, made or obtained and will remain in full force and effect and the conditions set forth on Section 2.4 of in Article VII hereof will be satisfied, neither the Disclosure Scheduleexecution, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery or performance by the Company of this Agreement, Agreement or any of the performance by other Transaction Documents to which the Company of any of its obligations hereunder or is a party nor the consummation by the Company of the transactions Transactions contemplated hereby, will hereby or thereby will: (a) conflict with or violate result in any provision breach of the certificate of incorporation of the Company or the Amended and Restated By-Laws of the Company or the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (c) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, suspension, modification or acceleration of any obligation under, or result in the acceleration creation of obligations or loss of any right or benefit a Lien (other than Permitted Liens) under, create in any party or otherwise require the right to terminate, modify or cancel, or require any notice, consent or waiver of, or notice to, any other party under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subjectMaterial Contract, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (ec) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any the Subsidiary or any of their respective properties or assets assets, except in the case of clause (b) or (c), for violations, breaches, defaults, rights or Liens (other than any such violations that have notPermitted Liens) which (i) purport to become effective upon the occurrence of the Bankruptcy Case, since or (ii) individually or in the execution and delivery of this Agreementaggregate, had and would not reasonably be expected (x) materially adversely affect the ability of the Company to result in perform its obligations under this Agreement or any of the Transaction Documents to which it is a Company Material Adverse Effectparty or (y) materially impair the Company's ability to conduct its business after the Closing substantially as it was conducted immediately prior to the Closing.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalNevada Act, none of neither the execution and delivery by the Company Parent or MergerCo, as the case may be, of this AgreementAgreement or the Transaction Documents, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Parent or MergerCo, as the case may be, of the transactions contemplated herebyhereby or thereby, will (a) conflict with or violate any provision of the certificate of incorporation organizational documents or by-laws bylaws of the Company Parent or MergerCo, as the charter, by-laws or other organizational document of any Subsidiarycase may be, (b) require on the part of the Company Parent or MergerCo, as the case may be, any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where other than required notification to the failure to do so has notFinancial Industry Regulatory Authority (“FINRA”), since the execution for which Parent and delivery of this Agreement, had MergerCo are responsible and would not reasonably be expected to result in a Company Material Adverse Effectwhich Parent and MergerCo will provide 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 or loss of any right or benefit under, create in any party the any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company Parent or any Subsidiary MergerCo, as the case may be, is a party or by which the Company or any Subsidiary either is bound or to which any of their respective assets is are subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights termination, modification or benefits, rights cancellation which would not reasonably be expected to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had a Parent Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (ii) any notice, material 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 Company and its Subsidiaries, taken as a wholeconsummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company Parent or any Subsidiary MergerCo or (e) violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the Company, any Subsidiary Parent or MergerCo or any of their respective properties or assets other than any such violations that have not, since the execution and delivery assets. For purposes of this Agreement, had and would not reasonably be expected to result in a Company “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. Except as set forth on Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2.4 2), will (i) violate any Law to which the Seller and/or any of its Subsidiaries or any of their respective property is subject, (ii) violate any provision of the charter or bylaws or any other similar governing or organizational documents of the Seller and/or any of its Subsidiaries, or (iii) subject to obtaining the Approval Order, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent (other than notices and consents specified in Section 3.3 of the Disclosure Schedule) under any Contractual Obligation to which the Seller and/or any of its Subsidiaries is subject or by which any of them is bound or to which any of the Acquired Assets is subject (or result in the imposition of any Lien upon any of the Acquired Assets), subject except for such conflicts, breaches, defaults, accelerations or such rights to accelerate, terminate, modify or cancel, or any failure to observe any such notice or consent requirements which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Other than in connection or in compliance with the applicable requirements provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filing Approval Order, or as set forth in Section 3.3 of the Certificate of Merger as required by Disclosure Schedule, neither the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of Seller nor any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary Subsidiaries needs to give any notice to or to, make any filing with, or obtain any permit, authorization, consent consent, waiver or approval of, any Governmental Entity, except where government or governmental agency in order for such Persons to consummate the failure transactions contemplated by this Agreement (including the assignments and assumptions referred to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectSection 2).

Noncontravention. Except as set forth on Section 2.4 (a) P2 is not (i) in violation of its organizational document, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which P2 or any of its Subsidiaries is a party or by which it or any of them may be bound or to which any of the Disclosure Scheduleproperties or assets of P2 or any subsidiary is subject, subject or (iii) in violation of any law, statute, rule, regulation, Judgment or writ of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over P2 or any of its Subsidiaries or any of their respective properties, assets or operations, except, in the cases of clauses (ii) and (iii), for such defaults and violations that would not reasonably be expected to compliance with the applicable requirements have a P2 Material Adverse Effect. (b) None of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of (i) the execution and delivery by the Company of this AgreementAgreement or any Related Agreements, or the performance by the Company of any of its obligations hereunder under this Agreement or any Related Agreements, (ii) the consummation issue and sale by the Company of the transactions contemplated hereby, will Preferred Shares nor (aiii) conflict with or violate any provision the application of the certificate of incorporation or by-laws of net proceeds to the Company or from this offering in the charter, by-laws or other organizational document manner described under the heading “Use of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of Proceeds” in this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (c) will conflict with, result in a breach of, of or constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration under (A) any provision of obligations or loss of any right or benefit under, create in any party the right law applicable to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company P2 or any Subsidiary is a party of its Subsidiaries, (B) the Partnership Agreement, charter, by-laws or by which the Company similar organizational document of P2 or any Subsidiary of its Subsidiaries, (C) any agreement or other instrument binding upon P2 and its Subsidiaries that is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company P2 and its Subsidiaries, taken as a whole, or (dD) result any Judgment of any Governmental Entity having jurisdiction over P2 or its Subsidiaries, except in the imposition case of any Security Interest upon any assets of the Company or any Subsidiary or clauses (eA), (C) violate any orderand (D), writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than for any such violations breach, violation, or default that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in have a Company P2 Material Adverse Effect.

Noncontravention. Except as set forth on Assuming that all consents, approvals, authorizations and permits described in Section 2.4 4.04 of the Disclosure ScheduleSchedule have been obtained and all filings and notifications described in this Section 4.04 have been made, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with violate any Law or Court Order to which the Company or any of its Subsidiaries is subject, (ii) assuming the Requisite Stockholder Approval is obtained, violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws bylaws or other organizational document of any Subsidiary, (b) require on the part governing documents of the Company or any Subsidiary any notice to or filing withof its Subsidiaries (the “Charter Documents”), or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (ciii) conflict with, result in or constitute a breach of, constitute (with or without due notice or lapse of time or both) a default Default under, result in the acceleration of obligations or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, notice under any contract or instrument Contract to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any Subsidiary it is bound or to which any of their respective assets its Assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights subject (or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest Lien upon any assets of its Assets), except in the case of (i) and (iii) where the violation, conflict, Default, failure to give notice or Lien would not have a Material Adverse Effect. Except as set forth in Section 4.04 of the Disclosure Schedule and except for the filing of the Certificate of Merger under the ORC, the pre-merger notification requirements of the HSR Act and foreign antitrust and competition law filings, neither the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or nor any of their respective properties its Subsidiaries needs to give any notice to, make any filing with or assets other than obtain any such violations that have notauthorization, since consent or approval of any Governmental Body in order for the execution and delivery of parties to consummate the transactions contemplated by this Agreement, had and except where the failure to give any notice, make any filing with or obtain any authorization, consent or approval would not reasonably be expected to result in have a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 in §3(b) of the Disclosure ScheduleSchedule as to the Shareholders’ Agreements, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, shall (i) violate any statute, regulation, rule, injunction, judgment, order, decree or ruling of any government, governmental agency or court to which any of the Shareholders or Generac is subject or any provision of the Organizational Documents of any of the Shareholders or Generac or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to compliance with accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license or instrument to which any of the Shareholders or Generac is a party or by which any of them are bound or to which any of their assets are subject, except where such violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not have a Material Adverse Effect or a material adverse effect on the ability of the Shareholders or Generac to consummate the transactions contemplated by this Agreement. Except for applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Act and for the filing of the Certificate Articles of Merger as required by with the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalDFI under Wisconsin Law, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary Shareholders nor Generac is required to give any notice to or to, make any filing with, or obtain any permit, authorization, consent or approval of, of any Governmental Entitygovernment or governmental agency in order to consummate the transactions contemplated by this Agreement, except where the failure to do so has notgive notice, since the execution and delivery of this Agreementto file or to obtain any authorization, had and consent or approval would not have, or would not reasonably be expected likely to result in a Company Material Adverse Effect, have (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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since ) a Material Adverse Effect or a material adverse effect on the execution and delivery ability of the Shareholders or Generac to consummate the transactions contemplated by this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 The execution and delivery by Buyer of this Agreement does not, and the execution and delivery of each of the Disclosure Schedule, other Transaction Documents by Buyer and performance by Buyer of its obligations under this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby will not: (a) subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ HSR Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company conflict with or result in a violation of any of its obligations hereunder Law applicable to Buyer, except for such violations which would not individually or in the consummation by the Company of the transactions contemplated herebyaggregate, will have or reasonably be expected to have a Buyer Material Adverse Effect or (ab) conflict with or violate result in a violation of or default of (with or without notice or lapse of time, or both), result in any violation or breach of, or give rise to a right of payment, termination, modification, acceleration cancellation under any provision of the certificate of incorporation (i) any Contract or by-laws Permit to which Buyer is a party or by which any of the Company or the charterAssets of Buyer are bound, by-laws or other organizational document (ii) any Order of any Subsidiary, Governmental Authority applicable to Buyer or (biii) require on the part organizational documents of Buyer. Other than compliance with the applicable requirements of the Company HSR Act and the Governmental Approvals and Consents set forth on Section 4.4 of the Buyer Disclosure Schedule, no Governmental Approval, Consent, Order or any Subsidiary any notice to Permit of, or registration or declaration or filing with, or any permit, authorization, consent or approval ofnotification to, any Person or Governmental EntityAuthority, except where the failure will be required to do so has not, since be obtained or made by Buyer in connection with the execution and delivery of this AgreementAgreement or the other Transaction Documents, had and would not reasonably be expected to result in a Company Material Adverse Effectthe compliance by Buyer with any of the provisions hereof or thereof, (c) conflict with, result in a breach of, constitute (with the consummation of the transactions contemplated hereby or without due notice thereby or lapse of time or both) a default under, result in the acceleration of obligations or loss taking by Buyer of any right other action contemplated hereby or benefit underthereby, create in any party except for such Consents, Orders or Permits, registrations, declarations, filings and notifications, the right failure of which to terminate, modify obtain or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatmake would not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not or reasonably be expected to be, material to the Company and its Subsidiaries, taken as have a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Buyer Material Adverse Effect.

Noncontravention. Except as set forth on in Section 2.4 2.3 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of neither the execution and delivery by the Company Seller of this Agreement, the performance by Ancillary Agreements, the Company of any of its obligations hereunder Transition Services Agreement, the Non-Exclusive License Agreement, the Registration Rights Agreement, the Services Agreement or the Sublease Agreement nor the consummation by the Company Seller of the transactions contemplated herebyhereby or thereby, will (a) conflict with or violate any provision of the certificate Articles of incorporation Association or by-laws of the Company or the charter, by-laws or other organizational document of any SubsidiarySeller, (b) require on the part of the Company or any Subsidiary Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has notfor any filing, since the execution and delivery of this Agreementpermit, had and authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary Seller is a party or by which the Company or any Subsidiary Seller is bound or to which any of their respective its assets is subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations of obligationsacceleration, losses of rights termination, modification or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatcancellation which, individually or in the aggregate, would not reasonably be expected to have not, since the execution and delivery of this Agreement, had a Business Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (ii) any notice, material consent or waiver the absence of which, individually or in the aggregate, would not reasonably be expected to have a Business Material Adverse Effect and would not reasonably be expected to adversely affect the Company and its Subsidiaries, taken as a wholeconsummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary Business or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Seller or any of their its respective properties or assets other than assets, except for any such violations violation that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Business Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to (i) compliance with the applicable requirements of the ▇H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActAct and applicable foreign antitrust or trade regulation laws, the filing (ii) compliance with Exon-F▇▇▇▇▇, (iii) receipt of the Certificate STPI Approval and (iv) obtaining all necessary Taiwanese governmental approvals, including without limitation approvals from the Securities and Futures Bureau, Central Bank of Merger as required by the Delaware General Corporation Law Republic of China (Taiwan) and obtaining Investment Commission of the Requisite Stockholder ApprovalMinistry of Economic Affairs, none of neither the execution and delivery by the Company Buyer of this AgreementAgreement or the Ancillary Agreements to which the Buyer will be a party, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Buyer of the transactions contemplated herebyhereby or thereby, will will: (a) conflict with or violate any provision of the certificate of incorporation charter or by-laws bylaws of the Company or the charter, by-laws or other organizational document of any Subsidiary, Buyer; (b) require on the part of the Company or Buyer any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has notfor any filing, since the execution and delivery of this Agreementpermit, had and authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument agreement to which the Company or any Subsidiary Buyer is a party or by which the Company Buyer is bound, except for (i) any conflict, breach, default, acceleration or any Subsidiary is bound or right to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations modify that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Buyer Material Adverse Effect or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to result in a Buyer Material Adverse Effect; or (d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, the Buyer or any of its properties or assets, except for any violation that would not reasonably be expected to result in a Buyer Material Adverse Effect.

Noncontravention. Except as set forth disclosed on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the Schedule 3.5: ---------------- ------------ (a) The execution and delivery by the Company of this AgreementAgreement and any Related Agreements to which Sub or ICS is a party, as the case may be, do not, and, the performance by consummation of the Company transactions contemplated hereby and thereby (including the assignments referred to in Article II above) will not (i) violate any provision of the charter documents or Bylaws (or like document) of Sub or ICS or (ii) conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of its obligations hereunder any benefit under (any such event, a "Conflict"), (1) any mortgage, indenture, -------- lease, contract or other agreement or instrument, permit, concession, franchise or license to which Sub or ICS is a party or any of their respective properties or assets are subject, or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sub or ICS or their respective properties or assets, to the extent that any such Conflict under (1) or (2) above would have a Material Adverse Effect on the Acquired Assets or would prevent the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, ; and (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the The execution and delivery of this AgreementAgreement and any Related Agreements to which Sub or ICS is a party, had by Sub or ICS, as the case may be, do not, and would the consummation of the transactions contemplated hereby and thereby (including the assignments referred to in Article II above) will not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any noticenotice under any agreements, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Company Sub or any Subsidiary ICS is a party or by which the Company Sub or any Subsidiary ICS is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights are subject (or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest Lien upon any assets of the Company or any Subsidiary or (e) violate any orderAcquired Assets), writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have notnotice, since the execution and delivery of this Agreement, had and failure to give which would not reasonably be expected to result in have a Company Material Adverse EffectEffect on the Acquired Assets or prevent the consummation of the transactions contemplated hereby.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or violate other restriction of any government, governmental agency or court to which Stoneridge is subject or any provision of the certificate Stoneridge articles of incorporation or by-laws code of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing withregulations, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify or cancel, or require any noticenotice under any agreement, consent or waiver undercontract, any contract lease, license or instrument to which the Company or any Subsidiary Stoneridge is a party or by which the Company or any Subsidiary it is bound or to which any of their respective its assets is subject, other than except where such breaches, conflicts, results or rights would not separately or in the aggregate have a material adverse effect on the business or financial condition of Stoneridge or New BCS, and that no such breaches, conflicts, results or rights will impose any Liability or obligation on Stoneridge will impose any Liability or obligation on the Members, ▇▇▇▇▇▇ or Old BCS. To the Knowledge of Stoneridge, Stoneridge 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 the Parties to consummate the transactions contemplated by this Agreement, except to the extent that the failure to obtain any such conflictsconsent, breachesapproval or authorization, defaultsor to make any such filing, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually separately or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to behave a material adverse effect on the business or financial condition of Stoneridge or New BCS and no such failure by Stoneridge will impose any Liability or obligation upon the Members, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company ▇▇▇▇▇▇ or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectOld BCS.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedulein DISCLOSURE SCHEDULE 3.5, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated herebyhereby by the Company or any Subsidiary, will (a) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Authority to which the Company, any Subsidiary or the Business is subject (except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) or any provision of the articles or certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part bylaws of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, Subsidiary; (b) except where the failure to do so has not, since the execution and delivery of this Agreement, had and for such matters as would not reasonably be expected to result in have a Company Material Adverse EffectEffect and except as set forth on Disclosure Schedule 3.5, (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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent or waiver undercontract, any lease, license, instrument, concession, joint venture agreement, partnership agreement, association, contract or instrument other arrangement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is they are bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights subject (or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of their assets). Except as set forth in DISCLOSURE SCHEDULE 3.5, neither the Company nor any Subsidiary is required to give any notice to, make any filing with, or obtain any authorization, consent, qualification, order or approval of any Governmental Authority in connection with the Company's and any Subsidiary's execution, delivery and performance of this Agreement and the consummation of the Company transactions contemplated hereby. Buyer will not have to undergo any certification or recertification by any Subsidiary person or (e) violate any order, writ, injunction, decree, statute, rule entity as a result of the transactions contemplated by this Agreement or regulation applicable to its operation of the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectBusiness after Closing.

Noncontravention. Except as set forth disclosed on Section 2.4 of Schedule 3.4, neither the Disclosure Scheduleexecution, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law delivery and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company Sellers of this Agreement or any Ancillary Agreement nor the consummation of the Sale will: (a) assuming the taking of any action by (including any authorization, consent or approval), or in respect of, or any filing with, any governmental authority, in each case, as disclosed on Schedule 3.3, and assuming the receipt of its obligations hereunder approval or the consummation by the Company consent of any third party that may be required in connection with the transactions contemplated herebyin this Agreement or any of the Ancillary Agreements (collectively, will (a) conflict with or the "Required Consents"), violate any provision legal requirement applicable to a Seller (except for any such violations which would not reasonably be expected to materially interfere with the Sale or the sale of the certificate of incorporation or by-laws Delsym Product after the Closing); (b) assuming the receipt of the Company Required Consents, result in a breach or violation of, or default under, any obligation under any contract, agreement or understanding involving a Seller (except for any such breaches, violations or defaults which would not reasonably be expected to materially interfere with the Sale or the chartersale of the Delsym Product after the Closing); (c) assuming the receipt of the Required Consents, require any action by (including any authorization, consent or approval) or in respect of (including notice to), any party under the Assigned Contracts (except for any such authorization, consent, approval or notice which would not reasonably be expected to materially interfere with the Sale or the sale of the Delsym Product after the Closing); (d) result in the creation or imposition of an encumbrance upon, or the forfeiture of, any Assets (other than Permitted Encumbrances); or (e) result in a breach or violation of, or default under, a Seller's articles of incorporation, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectdocuments.

Noncontravention. Except as set forth on Section 2.4 Subject to receipt of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Stockholder Approval and the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalGCL, none of neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws bylaws of the Company or the charterCompany, by-laws as amended to date, bylaws or other organizational document of any SubsidiaryCompany Subsidiary (as defined below), (b) require on the part of the Company or any Company Subsidiary any notice to or 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”), except where for such permits, authorizations, consents and approvals for which the failure Company is obligated to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected use its Reasonable Best Efforts (as defined below) to result in a Company Material Adverse Effectobtain 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of their respective assets is subject, other than except for (i) any such conflictsconflict, breachesbreach, defaultsdefault, accelerations acceleration, termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of obligationsthe Disclosure Schedule, losses of rights for which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or benefitsapproval pursuant to Section 4.2(b), rights to modify(ii) any conflict, terminate breach, default, acceleration, termination, modification or cancel, notices, consents or waivers that, individually or in the aggregate, cancellation which would not have not, since the execution and delivery of this Agreement, had a Company Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (iii) any notice, material to consent or waiver the absence of which would not have a Company Material Adverse Effect and its Subsidiaries, taken as a wholewould not 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 Company or any Company Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Company Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery assets. For purposes of this Agreement: “Security Interest” means any mortgage, had pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and would 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 Ordinary Course of Business (as defined below) of the Company and not reasonably be expected material to result in a Company Material Adverse Effectthe Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. (a) Except as set forth on Section 2.4 of the Disclosure ScheduleSchedule 3.3, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by of this Agreement and each Ancillary Agreement to which the Company of this Agreementis a party, the performance by the Company execution and delivery of any of the agreements and instruments contemplated hereby, the fulfillment of and compliance with the respective terms hereof and thereof nor the consummation of the transactions contemplated hereby or thereby do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Encumbrance upon the Shares or other equity securities, properties or assets of the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action of or by, or notice or declaration to, or filing with, any third party or any Governmental Authority pursuant to, the Governing Documents of the Company, or any Law, any material Contract, any Data Security Requirement, any Company Permit or any judgment, decision, decree, order, injunction, writ, stipulation, determination or ruling to which the Company or its obligations hereunder assets is subject. (b) The Company is not party to or bound by any written or oral agreement with respect to a Company Transaction other than this Agreement. There is not any Action pending, threatened in writing or, to the Company's knowledge, threatened orally before any Governmental Authority wherein an unfavorable injunction, judgment, order, decree, award, ruling or charge would (i) prevent the performance of this Agreement or the consummation by of any of the Company transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, will (aii) conflict with or violate cause any provision of the certificate of incorporation transactions contemplated by this Agreement to be rescinded following consummation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (diii) result in the imposition of any Security Interest upon any assets of Buyer or the Company paying, or any Subsidiary otherwise becoming subject to an obligation in respect of, damages or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to other relief in connection with the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effecttransactions contemplated hereby.

Noncontravention. Except (i) The execution and delivery of this ---------------- Agreement does not, (ii) the execution and delivery of the Related Agreements to which Purchaser or Purchaser Sub is a party does not, and (iii) the consummation of the Transaction and compliance with the provisions of this Agreement and the Related Agreements to which Purchaser or Purchaser Sub is a party will not, conflict with, or result in any violation of, default or breach (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Restriction upon any of the properties or assets of Purchaser or any of its Subsidiaries under (any such conflict, violation, default, breach, right of termination, cancellation or acceleration, loss or creation, a "Purchaser Violation"), (w) the organizational documents of ------------------- Purchaser or the organizational documents of any of its Subsidiaries, (x) any material Contract to which Purchaser or any of its Subsidiaries is a party or by which any of their properties or assets are bound or affected, where any such Purchaser Violation would, either individually or in the aggregate, (1) prevent or materially delay consummation of the Transaction, (2) otherwise prevent or materially delay Purchaser or any of its Subsidiaries from performing their material obligations under such Contracts or the Transaction Agreements to which any of them is a party or (3) have, either individually or in the aggregate, a Purchaser Material Adverse Effect, (y) any judgment, order or decree of any Governmental Entity applicable to Purchaser, its Subsidiaries or their properties or assets or (z) any statute, law, ordinance, rule or regulation applicable to Purchaser, its Subsidiaries or their properties or assets where such Purchaser Violation under any such statute, law, ordinance, rule or regulation of any Governmental Entity would, individually or in the aggregate, prevent or materially delay Purchaser or any of its Subsidiaries from performing their material obligations under this Agreement or any Related Agreements to which they are parties or have an effect upon Purchaser which would constitute a Purchaser Material Adverse Effect. Assuming the accuracy of the last two sentences of Section 4.4, except as set forth on Section 2.4 of the Disclosure ScheduleSchedule 5.7, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as no Governmental Consents and Filings are required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with respect to Purchaser or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since Purchaser Sub in connection with the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with Agreement or without due notice or lapse of time or both) a default under, result in the acceleration of obligations or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Related Agreements to which the Company or any Subsidiary it is a party or by which the Company or any Subsidiary is bound or to which any consummation of their respective assets is subject, the Transaction other than where (x) the failure to obtain any such conflictsauthorization, breachesconsent or approval or (y) the failure to make any such filing, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatwould not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Purchaser Material Adverse Effect. Without limiting the foregoing, neither the issuance of the Shares by Purchaser to SPCV and TGSC nor the acquisition of the Purchased Interests by Purchaser from SPCV and TGSC will require any filing by the "ultimate parent entity" (as such term is defined in 16 C.F.R. (S) 801.1(a)(3)) of Purchaser pursuant to the HSR Act and the rules and regulations thereunder.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and delivery of this Agreement by the Company of this Agreement, the performance or any other document contemplated hereby by the Company of any or its Subsidiaries nor the performance of its or their obligations hereunder and thereunder, as applicable, or the consummation by the Company of the transactions contemplated hereby, hereby and thereby will (a) conflict with or violate any provision of the certificate of incorporation or by-laws Organizational Documents of the Company or the charter, by-laws or other organizational document of any Subsidiaryand 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 Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument Authority to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Subsidiaries or any of 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 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, result in the creation of any Liens, other than Permitted Liens, upon any such violations that have notof the respective properties or assets of the Company or any of its Subsidiaries under, since or require any consent or notice under, any Material Contract, except, in the case of clauses (b) and (c), where the conflict, breach, violation, default, right, termination, cancellation, creation or acceleration, or failure to obtain consent or provide notice, would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Except for the applicable requirements of the HSR Act and 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 AgreementAgreement or the documents contemplated hereby nor the performance or consummation of the transactions contemplated hereby and thereby will require any consent or approval of, had and notice to or declaration or filing with any Governmental Authority or other Person with respect to the 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 result in a Company Material Adverse Effectconsummate the transactions contemplated hereby.

Noncontravention. Except as set forth on in Section 2.4 2.3 of the Target Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of neither the execution and delivery by the Company Target of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Target of any of the transactions contemplated hereby, will will: (a) conflict with or violate any provision of the certificate of incorporation or by-laws bylaws of the Company or the charter, by-laws or other organizational document of any Subsidiary, Target; (b) require on the part of the Company or Target any Subsidiary any notice to registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has notfor (i) any registration, since the execution and delivery of this Agreementdeclaration, had and filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to result in be materially *Confidential Treatment Requested. Omitted portions filed with the Commission. adverse to Target and its Subsidiaries, taken as a Company Material Adverse Effectwhole, or the Current Target Business, and (ii) the filing of the Certificate of Merger with the 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 under, result in the acceleration of obligations under any Material Contract, or loss of any right or benefit under, (ii) create in any party the any right to terminateterminate or modify, modify or cancelin any material respect, any Material Contract, or (iii) require any notice, consent consent, approval or waiver under, under any contract or instrument to which Material Contract that is necessary for the Company or any Subsidiary is a party or consummation by which Target of the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in Merger and the aggregate, have not, since the execution and delivery of transactions contemplated under this Agreement, had including, but not limited to, all consents, waivers, notices and approvals that are necessary or required on the part of Target in connection with, or as a result of, the Merger to preserve all of Target’s rights and benefits in its business, assets, properties, leases and Material Contracts following the Merger; (d) violate any order, writ, injunction or decree applicable to Target or any of its properties or assets, except for any violation that would not reasonably be expected to be, material be materially adverse to the Company Target and its Subsidiaries, taken as a whole, (d) result in or the imposition of any Security Interest upon any assets of the Company or any Subsidiary or Current Target Business; (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Target or any of their respective its properties or assets other than assets, except for any such violations violation that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in be materially adverse to Target and its Subsidiaries, taken as a Company Material Adverse Effectwhole, or the Current Target Business.

Noncontravention. (a) Except as set forth on Section 2.4 of the Disclosure Schedulein Schedule 3.2(a), subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company (or any other Anghami Company, as applicable) of this AgreementAgreement and each other Transaction Agreement to which any Anghami Company is or is required to be a party or otherwise bound, the performance by the Company of any of its obligations hereunder or and the consummation by the any Anghami Company of the transactions contemplated herebyhereby and 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 certificate material terms, conditions or provisions of, (ii) constitute a default under (whether with or without the giving of incorporation notice, the passage of time or by-laws both), (iii) 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 creation of any Lien upon the Company Shares under, or the charter, by-laws or other organizational document of any Subsidiary, (bvi) require on the part of the Company or any Subsidiary any notice to approval from, or filing with, any Governmental Entity under or pursuant to, in each case of clause (i) through (vi), the Governing Documents of any Anghami Company or any permit, authorization, consent Law or approval of, Order to which any Governmental EntityCompany Shareholder or any Anghami Company is bound or subject, except where for any deviations from any of the failure to do so foregoing that has not, since the execution and delivery of this Agreement, not had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thathave, individually or in the aggregate, have nota Material Adverse Effect on the Anghami Companies (taken as a whole), since the execution and delivery of this Agreement, had and Pubco or Vistas Merger Sub or Anghami Merger Sub. (b) Except as set forth in Schedule 3.2(b) or as would not reasonably be expected to be, material materially adverse to the Company and its SubsidiariesAnghami Companies, taken as a whole, the execution and delivery by the Company (dor 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) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) 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 Company or any Subsidiary Shares under, or (evi) violate any order, writ, injunction, decree, statute, rule or regulation applicable other than public disclosure thereof pursuant to the Companyfilings required pursuant to Section 6.1, require any approval under or pursuant to, in each case of clause (i) through (vi), any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectContract.

Noncontravention. Except as set forth on Section 2.4 of Assuming (i) the Disclosure Schedule, subject to compliance with the applicable requirements of filings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActAct are made and the waiting period thereunder has been terminated or has expired, (ii) the applicable requirements of the NMS have been met, (iii) the prior notification and reporting requirements of the European Community pursuant to Council Regulation 4064/89, as amended (the "EU Competition Laws"), as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are complied with or made and the waiting period thereunder has been terminated or has expired and the necessary approvals, if any, have been obtained, (iv) the requirements of the Securities Act relating to the S-4 Registration Statement and the requirements of the Exchange Act relating to the proxy statement required in connection with the Company Special Meeting have been met, (v) the filing of the Certificate Articles of Merger and other appropriate merger documents, if any, as required by the Delaware General Colorado Business Corporation Law Act, are made and obtaining (vi) the Requisite Stockholder ApprovalCompany Shareholder Approval has been obtained in accordance with the Colorado Business Corporation Act, none of the execution and delivery of this Agreement by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or and the consummation by the Company of the transactions contemplated hereby, hereby will not: (aA) violate or conflict with or violate any provision of the certificate Company's Articles of incorporation Incorporation or by-laws of the Company Bylaws; (B) violate or the charterconflict with any statute, by-laws ordinance, rule, regulation, order or other organizational document decree of any Subsidiarycourt or of any governmental or regulatory body, (b) require on the part of agency or authority applicable to the Company or any Subsidiary of its Subsidiaries or by which any notice to of their respective properties or assets may be bound; (C) require any filing by the Company or any of its Subsidiaries with, or the obtaining by the Company or any of its Subsidiaries of any permit, authorization, consent or approval of, or the giving of any Governmental Entitynotice by the Company or any of its Subsidiaries to, except where the failure to do so has notany governmental or regulatory body, since the execution and delivery of this Agreement, had and would not reasonably be expected to agency or authority; or (D) result in a Company Material Adverse Effect, (c) conflict with, result in a violation or breach of, conflict with or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Security Interest upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of obligations any obligation or a loss of any right or a material benefit under, create in any party of the right to terminateterms, modify conditions or cancelprovisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or require any notice, consent other instrument or waiver under, any contract or instrument obligation to which the Company or any Subsidiary of its Subsidiaries is a party party, or by which any such Person or any of its properties or assets are bound (other than the actions taken with respect to the Company Stock Options and the Warrants pursuant to Section 5.17), except in all such cases where the violation, breach, default or any Subsidiary is bound or failure to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and file would not reasonably be expected to be, material to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, (d) result in or would not impair or materially delay the imposition of any Security Interest upon any assets ability of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to consummate the Company, any Subsidiary or any of their respective properties or assets Merger and the other than any such violations that have not, since the execution and delivery of transactions contemplated by this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Disclosure Schedule, subject Company or Merger Sub is (or is specified to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery be) a party by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or Merger Sub and the consummation by the Company of the transactions contemplated hereby, Transactions do not and will not (a) contravene, conflict with with, or violate any provision of, or result in the breach of any Applicable Law, (b) contravene, conflict with, or violate any provision of, or result in the breach of the certificate of incorporation or by-laws Governing Documents of the Company or Merger Sub or any of their respective Subsidiaries, (c) assuming the charterreceipt of the consents, by-laws approvals, authorizations and other requirements set forth in ‎Section 5.03, conflict with, violate or result in a breach of any term, condition or provision of any Significant Contract, or terminate or result in a default under, or require any consent, notice or other organizational document action by any Person under (with or without notice, or lapse of time, or both) or the loss of any Subsidiaryright under, or create any right of termination, acceleration or cancellation of, any Significant Contract, or (bd) require on result in the part creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or Merger Sub or any Subsidiary any notice to or filing withof their respective Subsidiaries, or any permitconstitute an event which, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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, would result in the acceleration any such violation, breach, termination or creation of obligations a Lien or loss result in a violation or revocation of any right required license, Permit or benefit underapproval from any Governmental Authority or other Person, create except, in any party the right each case of clauses (a), (c) and (d) above, (i) with respect to terminateMerger Sub, modify or cancel, or require any notice, consent or waiver under, any contract or instrument would not reasonably be expected to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thathave, individually or in the aggregate, have nota material adverse effect on the ability of Merger Sub to enter into and perform this Agreement and the Ancillary Agreements, since and (ii) with respect to the execution and delivery Company, to the extent that the occurrence of this Agreement, had and any of the foregoing would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure ScheduleThe execution, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law delivery and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company each of Seller and its Affiliates of any of its obligations hereunder the Transaction Documents to which Seller or such Affiliates is or will be a party, and the consummation by the Company of the transactions contemplated herebyhereby and thereby do not and will not (1) violate or conflict with the organizational documents of each of Seller and such Affiliates , will or any Acquired Company or the Subsidiary, (a2) assuming compliance with the matters referred to in Section 3.03, contravene or conflict with or violate constitute a violation of any provision of the certificate any Law binding upon or applicable to each of incorporation Seller and such Affiliates, or by-laws of the any Acquired Company or the charter, by-laws or other organizational document of any Subsidiary, (b3) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with or without due the giving of notice or the lapse of time time, or both) , constitute a default underunder or give rise to any right of termination, result in the cancellation or acceleration of obligations or loss of any right or benefit under, create in any party the right to terminate, modify or cancelobligation of each of Seller and such Affiliates, or require any noticeAcquired Company or the Subsidiary, consent or waiver underto a loss of any benefit to which each of Seller and such Affiliates, or any Acquired Company or the Subsidiary is entitled, under any provision of any agreement, contract or other instrument to which the each of Seller and such Affiliates, or any Acquired Company or any Subsidiary the Subsidiary, is a party or by which the Company any of them or any Subsidiary their respective properties or assets is bound or (4) result in the creation or imposition of any Lien (other than Permitted Liens not affecting the Shares) upon or with respect to which any Acquired Company, the Subsidiary, any of their respective properties or assets is subjector the Shares, other than except, in the case of clauses (2), (3) and (4), for any such conflictscontravention, breachesconflict, defaultsviolation, accelerations of obligationsdefault, losses of rights termination, cancellation, acceleration or benefitsloss that would not, rights to modifyand would not be reasonably expected to, terminate or cancel, notices, consents or waivers thathave, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse EffectEffect or materially impair the ability of Seller to deliver the Shares at the Closing or for Seller or its Affiliates to perform their obligations hereunder.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and the delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (aA) conflict with or violate any provision applicable Law or Order of the certificate of incorporation or by-laws of the Company any Governmental Authority or the charterConstituent Instruments of Seller or (B) except as set forth in Annex I attached hereto, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company 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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any of the terms, consent conditions, or waiver underprovisions of any note, any contract bond, mortgage, indenture, agreement, lease, or other instrument or obligation to which the Company Seller or any Subsidiary of its Affiliates is a party or by which the Company Seller or any Subsidiary is bound of its Affiliates may be bound, except for such defaults (or rights of termination, cancellation, or acceleration) as to which any of their respective assets is subjectrequisite waivers or consents have been, other than any such conflictsor will prior to the Closing be, breaches, defaults, accelerations of obligations, losses of rights obtained or benefits, rights to modify, terminate which if not obtained or cancel, notices, consents or waivers thatmade would not, individually or in the aggregate, have prevent or materially delay the consummation of the transactions contemplated by this Agreement or (C) require any declaration, filing, or registration with, or notice to, or authorization, consent, or approval of any Governmental Authority, other than (i) as specified in Annex I, (ii) such declarations, filings, registrations, notices, authorizations, consents, or approvals which, if not obtained or made, would not, since individually or in the execution and delivery aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (eiii) violate any order, writ, injunction, decree, statute, rule or regulation requirements which become applicable to the Company, Seller as a result of the specific regulatory status any Subsidiary Buyer (or any of their respective properties Affiliates) or assets as a result of any other than facts that specifically relate to any such violations that have not, since the execution and delivery business or activities in which any Buyer (or any of this Agreement, had and would not reasonably its respective Affiliates) is or proposes to be expected to result in a Company Material Adverse Effectengaged.

Noncontravention. Except as disclosed in § 4(f) of the Company Disclosure Letter, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which Company or any of its Subsidiaries is subject or any provision of the charter or by-laws of Company or any of its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Company or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have a Company Material Adverse Effect or except as set forth on Section 2.4 in § 4(f) of the Company Disclosure Schedule, subject to compliance with Letter. Other than as required under the applicable requirements provisions of the ▇H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law DGCL and obtaining the Requisite Stockholder Approvalapplicable securities laws, none of the execution and delivery by the neither Company of this Agreement, the performance by the Company of nor any of its obligations hereunder or the consummation by the Company of the transactions contemplated herebySubsidiaries needs to give any notice to, will (a) conflict make any filing with or violate obtain any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, of any Governmental EntityGovernment Entity in order for the parties to consummate the transactions contemplated by this Agreement, except where the failure to do so has notgive notice, since the execution and delivery of this Agreementto file or to obtain any authorization, had and consent or approval would not reasonably be expected to result in have a Company Material Adverse Effect, (cEffect or except as set forth in § 4(f) 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 or loss of Company Disclosure Letter. "Required Company Consents" means any right or benefit under, create in any party the right to terminate, modify or cancel, or require any noticeauthorization, consent or waiver under, approval of a Government Entity or other third party required to be obtained pursuant to any contract state securities laws or instrument to which the Company or any Subsidiary is so that a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or matter set forth in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d§ 4(f) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and Disclosure Letter would not be reasonably be expected to result in have a Company Material Adverse EffectEffect for purposes of this § 4(f).

Noncontravention. Except Neither the execution and delivery of this Agreement nor the Related Agreements, nor the consummation of the transactions contemplated hereby or thereby will conflict with or result in a breach of the Merger Agreement or the OfficeMax Consent or except as set forth on Section 2.4 3.3 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with or violate any provision result in a breach of the certificate of incorporation or by-laws of the Company or the charterbylaws, by-laws or other organizational document documents of any SubsidiaryODP or Seller, (bii) require on the part of the Company violate any material law or any Subsidiary any notice Decree to which ODP or filing withSeller is, or any permitits respective assets or properties are, authorization, consent subject or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, notice under any contract or instrument material Contract to which the Company ODP or any Subsidiary Seller is a party or by which it is bound except (A) in the Company case in clause (ii) where such violation, breach, default, acceleration, right, termination, medication, cancelation or notice would not have a material adverse effect on the ability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement and the Related Agreements on a timely basis and (B) with respect to clause (iii) neither the Continuing Agreements nor the Non-Continuing Agreements shall be considered “material Contracts” subject to such representation and warranty. Other than the applicable requirements of the Antitrust Law and the Brand Filings, neither ODP nor Seller is required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Subsidiary is bound Related Agreement, except where the failure to give or to which any of their respective assets is subject, other than make or obtain any such conflictsnotice, breachesfiling, defaultsauthorization, accelerations of obligations, losses of rights consent or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and approval would not reasonably be expected have a material adverse effect on the ability of Seller or its Affiliates to be, material to consummate the Company transactions contemplated by this Agreement and its Subsidiaries, taken as the Related Agreements on a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effecttimely basis.

Noncontravention. Except as set forth disclosed on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalSchedule 3.4, none of the execution and execution, delivery or performance by the a Group Company of this Agreement, the performance by the Company of Agreement or any of its obligations hereunder Ancillary Agreement to which it is (or will be) a party nor the consummation by the Company of the transactions contemplated hereby, will Contemplated Transactions will: (a) conflict with or violate any provision of assuming the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document taking of any Subsidiary, action by (b) require on the part of the Company or including any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval approval), or in respect of, or any filing with, any Governmental EntityAuthority, in each case, as disclosed on Schedule 3.3, violate any Legal Requirement applicable to a Group Company; (b) result in the modification, acceleration, termination, breach or violation of, or default under, or give rise to any right of acceleration or termination under any Contract of any Group Company, except where the failure to do so such modification, acceleration, termination, breach, violation, default or other event has not, since the execution and delivery of this Agreement, not had and would not reasonably be expected to result in have a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any noticeaction by (including any authorization, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually approval) or in respect of (including notice to) any Person under any Contract of any Group Company, except where the aggregate, have not, since the execution and delivery of this Agreement, failure to take such action has not had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as have a whole, Material Adverse Effect; (d) result in the creation or imposition of any Security Interest upon any assets of an Encumbrance upon, or the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Companyforfeiture of, any Subsidiary or any of their respective properties or assets other than any Asset, except where such violations that have not, since the execution and delivery of this Agreement, result has not had and would not reasonably be expected to have a Material Adverse Effect; or (e) result in a breach or violation of, or default under, the organizational documents of any Group Company. The Unitholder Consent satisfies all authorization, consent and approval requirements under the LLC Agreement and the DLLCA and no other authorization, consent or approval is required under the LLC Agreement or the DLLCA in connection with the execution, delivery or performance by the Company Material Adverse Effectof this Agreement or any Ancillary Agreement to which it is (or will be) a party.

Noncontravention. Except as set forth on Section 2.4 (a) The execution and delivery by Buyer and Merger Sub of this Agreement, the consummation of the Disclosure Schedule, subject to Merger and the other transactions contemplated hereunder and the compliance by Buyer and Merger Sub with the applicable requirements provisions of this Agreement will not (i) result in the breach of any of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actterms or conditions of, or constitute a default under or violate, as the case may be, the Constitutive Documents of Buyer or Merger Sub or (ii) violate any Law or Judgment applicable to, or Contract of, Buyer or Merger Sub, other than any such breaches, defaults or violations that individually or in the aggregate would not impair in any material respect the ability of each of Buyer and Merger Sub to perform its obligations under this Agreement, or prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereunder. (b) No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Buyer or Merger Sub in connection with the execution and delivery by Buyer and Merger Sub of this Agreement, the consummation by Buyer and Merger Sub of the Merger and the other transactions contemplated by this Agreement or the compliance by Buyer and Merger Sub with the provisions of this Agreement, except for (i) filing of the Certificate of Merger as required by with the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none office of the execution and delivery by the Company Secretary of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company State of the transactions contemplated hereby, will (a) conflict State of Delaware and appropriate documents with or violate any provision the relevant authorities of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result states in a Company 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or qualified to which any of their respective assets is subjectdo business and (ii) such other consents, other than any such conflictsapprovals, breachesorders, defaultsauthorizations, accelerations of obligationsregistrations, losses of rights or benefitsdeclarations, rights to modify, terminate or cancel, filings and notices, consents the failure of which to be obtained or waivers that, made individually or in the aggregate, have not, since aggregate would not impair in any material respect the execution ability of each of Buyer and delivery of Merger Sub to perform its obligations under this Agreement, had and would not reasonably be expected to be, material to or prevent or materially impede or delay the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets consummation of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Merger or any of their respective properties or assets the other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effecttransactions contemplated hereunder.

Noncontravention. Except as set forth on Section 2.4 The execution and delivery of this Agreement or the Disclosure ScheduleAncillary Agreements by the Seller Group, subject to the fulfillment of and the compliance with the applicable requirements respective terms and provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Acteach, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or the consummation by the Company Seller Group of the transactions contemplated herebyhereby or thereby, do not and will not: (a) conflict with Conflict with, result in a breach of or constitute a default or violate any provision of the certificate charter or bylaws of incorporation Seller or by-laws any Seller Subsidiary, or any contract, agreement, lease, commitment or understanding to which Seller or any Seller Subsidiary is a party or by which Seller or any Seller Subsidiary is bound or to which any of the Company Acquired Assets or the charterBusiness (or any part thereof) is subject, by-laws or other organizational document result in the acceleration of any Subsidiary, indebtedness related to the Acquired Assets or the Business; (b) require Require on the part of the Company Seller or any Seller Subsidiary any notice to or 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 (each, a “Governmental Entity”), except where the failure to do so has notfor any filing, since the execution and delivery of this Agreementpermit, had and authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Company have an Acquired Assets 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 or loss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result Result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or Acquired Assets; or (ed) violate Violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Seller or any Seller Subsidiary or any of their respective properties or assets other than assets, except for any such violations violation that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company have an Acquired Assets Material Adverse Effect.

Noncontravention. Except for the HSR Clearance and as set forth on Section 2.4 of Schedule 3.03, neither the Disclosure Scheduleexecution, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required delivery or performance by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the each Company of this AgreementAgreement and each of the Ancillary Agreements to which it is or will be a party, the performance by the Company of any of its obligations hereunder or as applicable, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, will (ai) violate or conflict with or violate any provision of any Company’s Organizational Documents, (ii) assuming compliance by the certificate Sellers with Section 4.02 (Noncontravention) and by Buyer with Section 5.03 (Noncontravention), violate or conflict with any provision of incorporation or by-laws of the Company or the charterany Law, by-laws order or other organizational document restriction of any SubsidiaryGovernmental Authority to which any Company is subject or (iii) violate, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (c) conflict with, result in a breach of, constitute a default (or an event that, with or without due notice or lapse of time or both, would become a default) a default under, under or result in the acceleration of obligations of, or loss of any right or benefit under, create in any party thereto the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, noticesrequire any consent or notice under, consents or waivers thatresult in the creation or imposition of any Lien (other than a Permitted Lien) on any property, asset or right of any Company under any Material Contract, except, in the case of clauses (ii) and (iii), where the violation, conflict, breach, default or acceleration would not, individually or in the aggregate, have notadversely affect any Company in any material respect and would not materially impair or materially delay the ability of any Company to consummate the transactions contemplated hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement, since as applicable. Except for HSR Clearance, the execution and delivery of this AgreementAgreement by the Companies does not require any consent or approval of any Governmental Authority, had except for consents or approvals the failure of which to obtain would not adversely affect any Company in any material respect and would not reasonably be expected to be, material to materially impair or materially delay the Company and its Subsidiaries, taken as a whole, (d) result in the imposition ability of any Security Interest upon any assets of Company to consummate the Company transactions contemplated hereby or otherwise perform its obligations under this Agreement or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Ancillary Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effectas applicable.

Noncontravention. Except as set forth on Section 2.4 Subject to receipt of the Disclosure ScheduleProGames Stockholder Approval, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Securities Act and any applicable state securities laws and the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalState of Delaware, none of neither the execution and delivery by the Company of this AgreementAgreement by ProGames, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company ProGames of the transactions contemplated hereby, will will: (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company ProGames Charter or the charter, by-laws or other organizational document of any Subsidiary, Bylaws; (b) require on the part of the Company or ProGames any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where other than (i) those required solely by reason of Winning Edge’s or the failure Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to do so has notbe made by Winning Edge or the Merger Sub, since the execution and delivery of this Agreement(iii) any filing, had and permit, authorization, consent or approval which if not made or obtained would not reasonably be expected to result in have a Company Material Adverse Effect, Effect on ProGames; (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 or loss of any right or benefit underof, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section of the ProGames Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and waiver that would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as have a whole, Material Adverse Effect on ProGames; (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary ProGames; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyProGames, any Subsidiary or any of their respective its properties or assets assets, other than any such violations that have notconflicts, since the execution and delivery of this Agreementviolations, had and defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not reasonably be expected to result in have a Company Material Adverse EffectEffect on ProGames.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Neither the execution and delivery by the Company of this Agreement, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company of the transactions contemplated hereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which Strata or Merger Sub is subject, or any provision of the certificate their respective certificates of incorporation incorporation, or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (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 or loss of any right or benefit underof, create in any party 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 Company Strata or any Subsidiary Merger Sub is a party or by which the Company or any Subsidiary either of them is bound or to which any of their respective assets is are subject, other than any except in the case of each of clauses (i) and (ii), such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers thatas could not, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect. Neither Strata nor Merger Sub is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement, other than (i) in the case of Merger Sub, the filing of the Articles of Merger, (ii) in the case of Strata (A) any filings required by state securities laws and (B) the filing by Strata, if required, of a Notice of a Sale of Securities on Form D with the SEC under Regulation D of the Securities Act or (iii) in the case of Strata and Merger Sub, filings that have been made or obtained prior to or contemporaneously with the date of this Agreement.

Noncontravention. Except as set forth on Section 2.4 of the Disclosure Schedule, subject Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder ApprovalDGCL, none of neither the execution and delivery by the Company Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation to which it is a party, the performance by the Company of any of its obligations hereunder or nor the consummation by the Company Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (a) conflict with or violate any provision of the certificate of incorporation organizational documents or by-laws bylaws of the Company Parent or the charterAcquisition Subsidiary, by-laws or other organizational document of any Subsidiaryas the case may be, in each case as amended to date, (b) require on the part of the Company Parent or the Acquisition Subsidiary, as the case may be, any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where other than filing of Form D with the failure SEC and any applicable state securities filings with respect to do so has notthe offering of the Merger Shares, since which will be completed by Parent following the execution and delivery of this Agreement, had and would not reasonably be expected to result Effective Time in a Company Material Adverse Effectcompliance 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 or loss of any right or benefit under, create in any party the any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company Parent or any Subsidiary the Acquisition Subsidiary, as the case may be, is a party or by which the Company or any Subsidiary either is bound or to which any of their respective assets is are subject, other than any such conflictsexcept, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregatecase 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 not, since the execution and delivery of this Agreement, had a Parent Material Adverse Effect and would not reasonably be expected to beadversely affect the consummation of the transactions contemplated hereby or (ii) any notice, material 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 Company and its Subsidiaries, taken as a wholeconsummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company Parent or any the Acquisition Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the CompanyParent or the Acquisition Subsidiary, any Subsidiary or any except, in the case of their respective properties or assets other than any the foregoing clause (e), such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in have a Company Parent Material Adverse Effect.