Common use of Absence of Conflicts; Consents Clause in Contracts

Absence of Conflicts; Consents. (a) The execution and delivery by Acquirer of this Agreement and the execution and delivery of each of the other Transaction Documents to which Acquirer is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by Acquirer with any of the provisions hereof and thereof does not and will not (i) conflict with or violate the Organizational Documents of Acquirer, (ii) constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation of a Lien on any of the properties or assets of Acquirer, with respect to any Contract or other obligation to which Acquirer is a party or by which Acquirer or any of its assets or properties is bound or subject, except for any such defaults, rights of termination, cancellation, amendment, or acceleration, payments, rights or Liens that would not reasonably be expected to have an adverse effect on the ability of Acquirer to perform its obligations under this Agreement or any other Transaction Document or (iii) conflict with or violate in any material respect any Law applicable to or binding on Acquirer or by which Acquirer’s assets or properties are bound or subject, except for any such violations that would not reasonably be expected to have an adverse effect on the ability of Acquirer to perform its obligations under this Agreement or any other Transaction Document. (b) Except as have been obtained or waived, none of (i) the execution and delivery by Acquirer of this Agreement, (ii) the execution and delivery by Acquirer of any other Transaction Document to which Acquirer is a party, (iii) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or (iv) compliance by Acquirer with the provisions of this Agreement and the other Transaction Documents will require Acquirer to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority or third Person.

Absence of Conflicts; Consents. (a) The Neither the execution ------------------------------- and delivery by Acquirer Parent of this Agreement and the execution and delivery of each of the other Transaction Documents to which Acquirer is a party does not, and nor the consummation by Parent of the transactions contemplated hereby and thereby and the compliance by Acquirer with any of the provisions hereof and thereof does not and will not will: (ia) conflict with or violate result in a breach of any provision of the Organizational Documents certificate of Acquirerincorporation or By-laws of Parent which would have a material adverse effect on the ability of Parent to carry out the transactions contemplated hereby without significant unanticipated delay; (b) result in the creation of any Lien upon any of the properties of Parent which would have a material adverse effect on the ability of Parent to carry out the transactions contemplated hereby without significant unanticipated delay; (c) with or without giving of notice or the passage of time, (ii) or both, violate, or conflict with, or constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation termination or in a right of termination of, violate or be in conflict with, result in a Lien on breach of any term or provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by, or give any other Person a basis for accelerated or increased rights or termination or nonperformance under, or require any consent, authorization or approval under, any term or provision of any Lien, lease, license or other agreement or instrument to which Parent or any of the properties or assets of Acquirer, with respect to any Contract or other obligation to which Acquirer its Subsidiaries is a party or by which Acquirer it or any of its assets or properties is bound or subjectthey are bound, except for any to the extent that such defaults, rights of termination, cancellation, amendment, or acceleration, payments, rights or Liens that circumstance would not reasonably be expected to have an a material adverse effect on the ability of Acquirer Parent to perform its obligations under this Agreement carry out the transactions contemplated hereby without significant unanticipated delay; (d) subject to the approval of the Merger by the Company's stockholders, to the knowledge of Parent, violate any provision of, or require any consent, authorization or approval under, any Applicable Laws of any Governmental Authority, or any other Transaction Document or (iii) conflict with or violate in any material respect any Law Judgment applicable to Parent or binding on Acquirer or by which Acquirer’s assets or properties are bound or subjectany of its Subsidiaries, except for any to the extent that such violations that circumstance would not reasonably be expected to have an a material adverse effect on the ability of Acquirer Parent to perform its obligations under this Agreement or any other Transaction Document.carry out the transactions contemplated hereby without significant unanticipated delay; or (be) Except as have been require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, to be made or obtained by or waived, none on behalf of Parent except (i) as required by the execution and delivery by Acquirer of this AgreementExchange Act, (ii) the execution filing of the Articles of Merger and delivery other appropriate merger documents, if any, as required by Acquirer the laws of any the Commonwealth of Massachusetts or, in connection with the maintenance of qualification to do business in other Transaction Document to which Acquirer is a partyjurisdictions, such other jurisdictions and (iii) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or (iv) compliance by Acquirer filings with the provisions of this Agreement FTC and with the other Transaction Documents will require Acquirer to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority or third PersonAntitrust Division under the HSR Act.

Absence of Conflicts; Consents. (a) The Neither the execution ------------------------------- and delivery by Acquirer Acquisition Sub of this Agreement and the execution and delivery of each of the other Transaction Documents to which Acquirer is a party does not, and nor the consummation by Acquisition Sub of the transactions contemplated hereby and thereby and the compliance by Acquirer with any of the provisions hereof and thereof does not and will not will: (ia) conflict with or violate result in a breach of any provision of the Organizational Documents Articles of AcquirerOrganization or By-laws of Acquisition Sub which would have a material adverse effect on the ability of Acquisition Sub to carry out the transactions contemplated hereby without significant unanticipated delay; (b) result in the creation of any Lien upon any of the properties of Acquisition Sub which would have a material adverse effect on the ability of Acquisition Sub to carry out the transactions contemplated hereby without significant unanticipated delay; (c) with or without giving of notice or the passage of time, (ii) or both, violate, or conflict with, or constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation termination or in a right of termination of, violate or be in conflict with, result in a Lien on breach of any term or provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by, or give any other Person a basis for accelerated or increased rights or termination or nonperformance under, or require any consent, authorization or approval under, any term or provision of any Lien, lease, license or other agreement or instrument to which Acquisition Sub or any of the properties or assets of Acquirer, with respect to any Contract or other obligation to which Acquirer its Subsidiaries is a party or by which Acquirer it or any of its assets or properties is bound or subjectthey are bound, except for any unless such defaults, rights of termination, cancellation, amendment, or acceleration, payments, rights or Liens that circumstance would not reasonably be expected to have an a material adverse effect on the ability of Acquirer Acquisition Sub to perform its obligations under this Agreement carry out the transactions contemplated hereby without significant unanticipated delay; (d) subject to the approval of the Merger by the Company's stockholders, to the knowledge of Acquisition Sub, violate any provision of, or require any consent, authorization or approval under, any Applicable Laws of any Governmental Authority, or any other Transaction Document or (iii) conflict with or violate in any material respect any Law Judgment applicable to Acquisition Sub or binding on Acquirer or by which Acquirer’s assets or properties are bound or subjectany of its Subsidiaries, except for any to the extent that such violations that circumstance would not reasonably be expected to have an a material adverse effect on the ability of Acquirer Acquisition Sub to perform its obligations under this Agreement or any other Transaction Document.carry out the transactions contemplated hereby without significant unanticipated delay; or (be) Except as have been require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, to be made or obtained by or waived, none on behalf of Acquisition Sub except (i) as required by the execution and delivery by Acquirer of this AgreementExchange Act, (ii) the execution filing of the Articles of Merger and delivery other appropriate merger documents, if any, as required by Acquirer the laws of any the Commonwealth of Massachusetts or, in connection with the maintenance of qualification to do business in other Transaction Document to which Acquirer is a partyjurisdictions, such other jurisdictions and (iii) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or (iv) compliance by Acquirer filings with the provisions of this Agreement FTC and with the other Transaction Documents will require Acquirer to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority or third PersonAntitrust Division under the HSR Act.

Absence of Conflicts; Consents. (a) The Assuming that the Acquirer Approvals have been obtained and that the filings and notifications described in Section 7.03(b) have been made, the execution and delivery by Acquirer of this Agreement and the execution and delivery of each of the other Transaction Documents to which Acquirer is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by Acquirer with any of the provisions hereof and thereof does not and will not (i) conflict with or violate the Organizational Documents of Acquirer, (ii) constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation of a Lien on any of the properties or assets of Acquirer, with respect to any Contract or other obligation to which Acquirer is a party or by which Acquirer or any of its assets or properties is bound or subject, except for any such defaults, rights of termination, cancellation, amendment, or acceleration, payments, rights or Liens that would not reasonably be expected to have an adverse effect on the ability of Acquirer to perform its obligations under this Agreement or any other Transaction Document or (iii) conflict with or violate in any material respect any Law applicable to or binding on Acquirer or by which Acquirer’s assets or properties are bound or subject, except for any such violations that would not reasonably be expected to have an adverse effect on the ability of Acquirer to perform its obligations under this Agreement or any other Transaction Document. (b) Except as have been obtained or waivedset forth on Schedule 7.03(b), none of (i) the execution and delivery by Acquirer of this Agreement, (ii) the execution and delivery by Acquirer of any other Transaction Document to which Acquirer is a party, (iii) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or (iv) compliance by Acquirer with the provisions of this Agreement and the other Transaction Documents will require Acquirer to obtain any consent, license, permit, approval, waiver, authorization or order ofof (the consents, licenses, permits, approvals, waivers, authorizations and orders set forth on Schedule 7.03(b), collectively, the “Acquirer Approvals”), or to make any filing with or notification to, any Governmental Authority or third Person.

Absence of Conflicts; Consents. (a) The Neither the execution and delivery by Acquirer Acquisition Sub of this Agreement and the execution and delivery of each of the other Transaction Documents to which Acquirer is a party does not, and nor the consummation by Acquisition Sub of the transactions contemplated hereby and thereby and the compliance by Acquirer with any of the provisions hereof and thereof does not and will not will: (ia) conflict with or violate result in a breach of any provision of the Organizational Documents Articles of AcquirerOrganization or By-Laws of Acquisition Sub which would have a material adverse effect on the ability of Acquisition Sub to carry out the transactions contemplated hereby without significant unanticipated delay; (b) result in the creation of any Lien upon any of the properties of Acquisition Sub which would have a material adverse effect on the ability of Acquisition Sub to carry out the transactions contemplated hereby without significant unanticipated delay; (c) with or without giving of notice or the passage of time, (ii) or both, violate, or conflict with, or constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation termination or in a right of termination of, violate or be in conflict with, result in a Lien on breach of any term or provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by, or give any other Person a basis for accelerated or increased rights or termination or nonperformance under, or require any consent, authorization or approval under, any term or provision of any Lien, lease, license or other agreement or instrument to which Acquisition Sub or any of the properties or assets of Acquirer, with respect to any Contract or other obligation to which Acquirer its Subsidiaries is a party or by which Acquirer it or any of its assets or properties is bound or subjectthey are bound, except for any unless such defaults, rights of termination, cancellation, amendment, or acceleration, payments, rights or Liens that circumstance would not reasonably be expected to have an a material adverse effect on the ability of Acquirer Acquisition Sub to perform its obligations under this Agreement carry out the transactions contemplated hereby without significant unanticipated delay; (d) subject to the approval of the Merger by the Company's shareholders, to the knowledge of Acquisition Sub, violate any provision of, or require any consent, authorization or approval under, any Applicable Laws of any Governmental Authority, or any other Transaction Document or (iii) conflict with or violate in any material respect any Law Judgment applicable to Acquisition Sub or binding on Acquirer or by which Acquirer’s assets or properties are bound or subjectany of its Subsidiaries, except for any to the extent that such violations that circumstance would not reasonably be expected to have an a material adverse effect on the ability of Acquirer Acquisition Sub to perform its obligations under this Agreement or any other Transaction Document.carry out the transactions contemplated hereby without significant unanticipated delay; or (be) Except as have been require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, to be made or obtained by or waived, none on behalf of Acquisition Sub except (i) as required by the execution and delivery by Acquirer of this AgreementExchange Act, (ii) the execution filing of the Articles of Merger and delivery other appropriate merger documents, if any, as required by Acquirer the laws of any the Commonwealth of Massachusetts or, in connection with the maintenance of qualification to do business in other Transaction Document to which Acquirer is a partyjurisdictions, such other jurisdictions and (iii) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or (iv) compliance by Acquirer filings with the provisions of this Agreement FTC and with the other Transaction Documents will require Acquirer to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority or third Person.Antitrust Division under the HSR Act. 41 32

Absence of Conflicts; Consents. (a) The Neither the execution and delivery by Acquirer Parent of this Agreement and the execution and delivery of each of the other Transaction Documents to which Acquirer is a party does not, and nor the consummation by Parent of the transactions contemplated hereby and thereby and the compliance by Acquirer with any of the provisions hereof and thereof does not and will not will: (ia) conflict with or violate result in a breach of any provision of the Organizational Documents certificate of Acquirerincorporation or By-Laws of Parent which would have a material adverse effect on the ability of Parent to carry out the transactions contemplated hereby without significant unanticipated delay; (b) result in the creation of any Lien upon any of the properties of Parent which would have a material adverse effect on the ability of Parent to carry out the transactions contemplated hereby without significant unanticipated delay; (c) with or without giving of notice or the passage of time, (ii) or both, violate, or conflict with, or constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation termination or in a right of termination of, violate or be in conflict with, result in a Lien on breach of any term or provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by, or give any other Person a basis for accelerated or increased rights or termination or nonperformance under, or require any consent, authorization or approval under, any term or provision of any Lien, lease, license or other agreement or instrument to which Parent or any of the properties or assets of Acquirer, with respect to any Contract or other obligation to which Acquirer its Subsidiaries is a party or by which Acquirer it or any of its assets or properties is bound or subjectthey are bound, except for any to the extent that such defaults, rights of termination, cancellation, amendment, or acceleration, payments, rights or Liens that circumstance would not reasonably be expected to have an a material adverse effect on the ability of Acquirer Parent to perform its obligations under this Agreement carry out the transactions contemplated hereby without significant unanticipated delay; (d) subject to the approval of the Merger by the Company's shareholders, to the knowledge of Parent, violate any provision of, or require any consent, authorization or approval under, any Applicable Laws of any Governmental Authority, or any other Transaction Document or (iii) conflict with or violate in any material respect any Law Judgment applicable to Parent or binding on Acquirer or by which Acquirer’s assets or properties are bound or subjectany of its Subsidiaries, except for any to the extent that such violations that circumstance would not reasonably be expected to have an a material adverse effect on the ability of Acquirer Parent to perform its obligations under this Agreement or any other Transaction Document.carry out the transactions contemplated hereby without significant unanticipated delay; or (be) Except as have been require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, to be made or obtained by or waived, none on behalf of Parent except (i) as required by the execution and delivery by Acquirer of this AgreementExchange Act, (ii) the execution filing of the Articles of Merger and delivery other appropriate merger documents, if any, as required by Acquirer the laws of any the Commonwealth of Massachusetts or, in connection with the maintenance of qualification to do business in other Transaction Document to which Acquirer is a partyjurisdictions, such other jurisdictions and (iii) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or (iv) compliance by Acquirer filings with the provisions of this Agreement FTC and with the other Transaction Documents will require Acquirer to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority or third Person.Antitrust Division under the HSR Act. 39 30