regulation of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is bound or to which any of the property, right or assets of the Company or any of its subsidiaries is subject, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default or termination that, would not, individually or in the aggregate, have, or would reasonably be expected to have, a material adverse effect on the business, properties, management, financial position, stockholders equity, results of operations and prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a Material Adverse Effect).
2.6 No Consents or Approvals. No consent, filing, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of its obligations under this Agreement, the 2020 Indenture and the New 2024 Notes, the issuance of the New 2024 Notes and the Exchanged Shares and the consummation by the Company of the transactions contemplated by this Agreement, the 2020 Indenture and the New 2024 Notes, except for such filings, consents, approvals, authorizations, orders and registrations or qualifications (i) which have been obtained or made or (ii) as may be required by the Financial Industry Regulatory Authority, Inc. and the Nasdaq Market.
2.7 No Registration Required. Assuming the accuracy of each Noteholders representations in Section 3 hereof, it is not necessary in connection with the issuance and sale of the New 2024 Notes, and the issuance of the Exchanged Shares, to such Noteholder in the manner contemplated by this Agreement to register such issuances and sales under the Securities Act of 1933, as amended (the Securities Act), or to qualify the 2020 Indenture under the Trust Indenture Act of 1939, as amended. Upon issuance, the Exchanged Shares will be issued without any restricted CUSIP or other restrictive legend and will be freely tradable (other than by affiliates of the Company) under the Securities Act.
2.8 New Class. The New 2024 Notes, when issued, will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated inter-dealer quotation system, within the meaning of Rule 144A(d)(3)(i) under the Securities Act.
SECTION 3. Representations and Warranties of the Noteholders. Each Noteholder, severally with respect to itself and its Represented Accounts (if any) and not jointly with other Noteholders, hereby represents and warrants to the Company that the following statements are true and correct as of the date of this Agreement and will be true and correct as of the Initial Closing Date, the Second Closing Date and the Additional Closing Date, if any:
3.1 Organization. Such Noteholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
(a) Such Noteholder has full right, power and authority to exchange, sell, assign and transfer the Existing 2024 Notes, to purchase the New 2024 Notes and to execute