The execution, delivery and performance of the Transaction Agreements by the Company and the Shareholder, as the case may be, and the consummation by the Company and the Shareholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Organizational Documents; (ii) to the knowledge of Shareholder, conflict with, or constitute a default (or an event which with notice or lapse of time, or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time, or both) of, any agreement, credit facility, indenture or instrument (evidencing a debt or otherwise) to which the Company or the Shareholder is a party or by which any property or asset of the Company or the Shareholder is bound or affected; or (iii) to the knowledge of Shareholder, result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or the Shareholder is subject (including federal and state securities laws and regulations), except in the case of each of clauses (ii) and (iii), as could not, individually or in the aggregate, reasonably be expected to have or result in a Company Material Adverse Effect. To the knowledge of Shareholder, the business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, could not reasonably be expected to have or result in a Company Material Adverse Effect.