The execution, delivery and performance of the Operative Documents and the issuance and sale of the Purchased Shares will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any Lien upon any Property of the Company or the Subsidiary, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound or to which any of the Property of the Company or the Subsidiary is subject, (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or the Subsidiary, or (iii) result in any violation of any Law, except, with respect to clauses (i) and (iii), conflicts, breaches, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.