The execution and delivery of the Transaction Documents that are being executed in connection with the Closing and to which each of ONI, OrLeaf, the Company or any Subject Company is a party and the performance by each of ONI, OrLeaf, the Company and any Subject Company of its respective obligations under such Transaction Documents will not, (i) violate any Applicable Law to which ONI, OrLeaf, the Company or any of the Subject Companies or any of their respective properties are subject, (ii) conflict with or cause a breach of any provision in the Organizational Documents of ONI, OrLeaf, the Company or any Subject Company, (iii) cause a breach of, constitute a default under, cause 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 contract, license, instrument, decree, judgment or other arrangement to which ONI, OrLeaf, the Company or any Subject Company is a party or under which any of them is bound or to which any of their assets are subject (or result in the imposition of a Lien upon any such assets), except (in the case of this clause (iii) only) for any that would not reasonably be expected to have a Material Adverse Effect or (iv) except as otherwise described in Schedule  3.4 , require any notice to, filing with, or authorization, consent or approval of, any Governmental Authority, other than any such filing, authorization, consent or approval that is ministerial in nature and can be reasonably expected to be made and obtained in due course on commercially reasonable terms and conditions when needed.