Absence of Conflicting Agreements or Required Consents. Subject to approval of this Agreement and the Merger by the Stockholders of the Company, the execution, delivery and performance by the Company of this Agreement and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any governmental or regulatory body or authority or any other third party except for such consents, for which the failure to obtain would not result in a Material Adverse Effect on the Company; (ii) will not conflict with or result in a violation of any provision of the Company's articles or certificate of incorporation or bylaws, (iii) will not conflict with, result in a violation of, or constitute a default under any law, rule, ordinance, regulation or any ruling, decree, determination, award, judgment, order or injunction of any court or governmental instrumentality which is applicable to the Company or by which the Company or its properties are subject or bound; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modify, any performance required by the terms of any agreement, instrument, license or permit, to which the Company is a party or by which the Company or any of its properties are subject or bound except for such conflict, termination, breach or default, the occurrence of which would not result in a Material Adverse Effect on the Company; and (v) except as contemplated by this Agreement, will not create any Encumbrance or restriction upon the Company Common Stock or any of the assets or properties of the Company.
Appears in 12 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Absence of Conflicting Agreements or Required Consents. Subject to approval of this Agreement and the Merger by the Stockholders of the Company, the The execution, delivery and performance by Company and each of the Company Shareholders of this Agreement and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) other than consents, filings or notifications required to be made or obtained by APPM and except as may be disclosed on Schedule 2.5 and in Section 4.1 hereof do not require the consent of any governmental or regulatory body or authority or any other third party except for such consents, consents for which the failure to obtain would not reasonably be expected to result in a Material Adverse Effect on the CompanyCompany or a Shareholder; (ii) will not conflict with or result in a violation of any provision of the Company's articles Articles of Incorporation, as amended or certificate of incorporation restated, or bylawsBylaws, as amended or restated; (iii) will not conflict with, result in a violation of, or constitute a default under any law, rule, ordinance, regulation or any regulation, ruling, decree, determination, award, judgment, order or injunction of any court or governmental instrumentality to which Company or a Shareholder is applicable to the Company a party or by which the Company or its a Shareholder or any of their properties are subject or boundbound except for such conflict, violation or default the occurrence of which would not reasonably be expected to result in a Material Adverse Effect on Company or Shareholders; (iv) except as is disclosed in Schedule 2.18, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modifythe acceleration of, any performance required by the terms of any agreement, instrument, license or permit, material to this transaction, to which the Company or a Shareholder is a party or by which the Company or a Shareholder or any of its their properties are subject or bound except for such conflict, termination, breach or default, the occurrence of which would not reasonably be expected to result in a Material Adverse Effect on the CompanyCompany or Shareholders; and (v) except as contemplated by this Agreement, will not create any Encumbrance or restriction upon the Company Common Stock or any of the assets or properties of the CompanyCompany or Shareholders.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Physician Partners Inc)
Absence of Conflicting Agreements or Required Consents. Subject to approval of this Agreement and the Merger by the Stockholders of the Company, the execution, delivery and performance by the Company of this Agreement and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any governmental or regulatory body or authority or any other third party except for such consents, for which the failure to obtain would not result in a Material Adverse Effect on the Company; (ii) will not conflict with or result in a violation of any provision of the Company's articles or certificate of incorporation or bylaws, (iii) will not conflict with, result in a violation of, or constitute a default under any law, rule, ordinance, regulation 16 or any ruling, decree, determination, award, judgment, order or injunction of any court or governmental instrumentality which is applicable to the Company or by which the Company or its properties are subject or bound; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modify, any performance required by the terms of any agreement, instrument, license or permit, to which the Company is a party or by which the Company or any of its properties are subject or bound except for such conflict, termination, breach or default, the occurrence of which would not result in a Material Adverse Effect on the Company; and (v) except as contemplated by this Agreement, will not create any Encumbrance or restriction upon the Company Common Stock or any of the assets or properties of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Absence of Conflicting Agreements or Required Consents. Subject to approval of this Agreement and the Merger by the Stockholders of the Company, the The execution, delivery and performance by the Company of this Agreement by Buyer and/or APPM and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any governmental or regulatory body or authority or any other third party except for such consents, consents for which the failure to obtain would not reasonably be expected to result in a Material Adverse Effect on the CompanyBuyer or APPM; (ii) will not conflict with or result in a violation of any provision of the CompanyBuyer's articles or APPM's respective certificate of incorporation or bylaws, ; (iii) to the best knowledge of APPM and Buyer, will not conflict with, result in a violation of, or constitute a default under under, any law, rule, ordinance, regulation or any regulation, ruling, decree, determination, award, judgment, order or injunction of any court or governmental instrumentality to which Buyer or APPM is applicable to the Company a party or by which the Company Buyer or APPM or their or its properties are subject or bound; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modify, the acceleration of any performance required by the terms of of, any agreement, instrument, license or permitpermit material to this transaction, to which the Company Buyer or APPM is a party or by which the Company Buyer or APPM or any of their or its respective properties are subject or bound except for such conflict, termination, breach or default, the occurrence of which would not reasonably be expected to result in a Material Adverse Effect on the CompanyBuyer or APPM; and (v) except as contemplated by this Agreement, will not create any Encumbrance or restriction upon the Company Common Stock or any of the assets or properties of the CompanyBuyer or APPM.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Physician Partners Inc)