3No Impediment Sample Clauses

3No Impediment. The execution, delivery, and performance by Parent, Sellers, and the Company of this Agreement and the Ancillary Documents to be executed and delivered by Parent, Sellers, and the Company, and the consummation by Parent, Sellers, and the Company of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of any provision of any Law applicable to any of Parent, Sellers, or the Company; (b) except as set forth in Section 3.3(b) of the Disclosure Schedule, require any consent, notice, or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, constitute a default under, result in the acceleration of or create in any Person the right to accelerate, terminate, modify, or cancel all or any portion of, any Material Contract, any material Contract to which Parent or any Seller is party or otherwise bound, or any License held by the Company; (c) except as set forth in Section 3.3(c), require any consent, notice, or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, constitute a default under, result in the acceleration of or create in any Person the right to accelerate, terminate, modify, or cancel all or any portion of, any charter documents of Parent or the Charter Documents; (d) result in the creation or imposition of any Equity Encumbrances (other than Equity Encumbrances arising under applicable securities Laws) on any Units; or (e) result in the creation or imposition of any Liens on any assets of the Company other than Permitted Liens, except to the extent that the occurrence of any of the foregoing items set forth in clauses (a) or (b) would not, individually or in the aggregate, (x) be material to ownership of the Units, or (y) have a Material Adverse Effect on the Company. Except as set forth on Section 3.3(f) of the Disclosure Schedule, no consent, approval, License, or Order by, or declaration or filing with, or notice to, any Regulatory Authority is required by or with respect to Parent, any Seller, or the Company in connection with the execution, delivery, or performance of this Agreement or any of the Ancillary Documents or the consummation of the transactions contemplated hereby and thereby. There is no Litigation pending or, to the Company’s ​ ​ Kn...
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Related to 3No Impediment

  • No Impediments Neither the Company nor the Purchaser shall be subject to any order, decree or injunction of a court or administrative agency of competent jurisdiction that prohibits the transactions contemplated hereby or would impose any material limitation on the ability of the Purchaser to exercise full rights of ownership of the Securities. At the time of the Closing, the purchase of the Securities to be purchased by the Purchaser hereunder shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

  • No Legal Impediment No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Bank would make it illegal for such Bank to make such Loan.

  • No Legal Impediments The making of the Loans or the Issuance of such Letter of Credit on such date does not violate any Requirement of Law on the date of or immediately following such Loan or Issuance of such Letter of Credit and is not enjoined, temporarily, preliminarily or permanently. Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by the Borrower of the proceeds of each Loan requested therein, and each submission by the Borrower to an Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the Issuance of such Letter of Credit.

  • No Impairment The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

  • Restraint No Restraint that would reasonably be expected to result, directly or indirectly, in any of the effects referred to in Section 7.02(c) shall be in effect.