Common use of Absence of Conflicts; Consents Clause in Contracts

Absence of Conflicts; Consents. (i) The execution and delivery of this Agreement and the Note by the Company does not, and the consummation of the transactions contemplated hereby and thereby (in each case, with or without the passage of time or the giving of notice), will not, directly or indirectly, (A) violate the provisions of any of the charter documents of the Company, (B) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any contract to which the Company is a party or by which the Company or any of its assets is bound, (C) violate or conflict with any law, authorization or governmental order applicable to the Company, or give any governmental entity or other person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such law, authorization or governmental order, or (D) result in the creation of any security interest, mortgage, pledge, lien, claim, charge, title retention or other encumbrance (collectively, "Liens") upon any of the assets owned or used by the Company, except for any such violations, conflicts, defaults and events referred to in clause (B) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clauses (C) and (D) that would not in the aggregate be material to the Company. (ii) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity or other person, is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the Note, except for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws.

Absence of Conflicts; Consents. (i) The Except as set forth in ------------------------------- Schedule 2.05, neither the execution and delivery by the Company of this Agreement and the Note Articles of Merger nor the consummation by the Company does not, and the consummation of the transactions contemplated hereby and thereby will: (a) assuming the approvals set forth in each caseSection 2.04(b) have been obtained, conflict with or without the passage of time or the giving of notice), will not, directly or indirectly, (A) violate the provisions result in a breach of any provision of the charter documents respective articles or certificate of incorporation or organization or By- Laws of the Company or any Subsidiary; (b) to the knowledge of the Company, result in the creation of any lien, mortgage, agreement, right of way, charge, option, security interest, claim, restriction, easement, covenant, lease or encumbrance (B"Lien") violate upon any of the properties of the Company or any of its Subsidiaries; (c) with or without giving of notice or the passage of time, or both, violate, or conflict with, or constitute a defaultdefault under, an event or result in the termination or in a right of termination of, violate or be in conflict with, result in a breach of any term or provision of, or constitute a default under, or an event creating accelerate or permit the acceleration of the performance required by, or give any other natural person, corporation, trust, association, company, partnership, joint venture or other entity or any government, governmental agency, instrumentality or political subdivision ("Person") a basis for increased rights or termination or nonperformance under, or require any consent, authorization or approval under, any term or provision of acceleration, termination, cancellation, imposition of additional obligations any material Lien or loss of rights under any contract Material Contract to which the Company or any Subsidiary is a party or by which any of them are or their respective properties are subject or bound; (d) subject to the approval of the Merger by the Company's stockholders, to the knowledge of the Company, violate any provision of, or, except as set forth in Section 2.05(e), require any consent, authorization or approval under, any statute, law, ordinance, or administrative rule or regulation, Permit, order or license (collectively, but excluding Environmental Laws, "Applicable Laws") of any governmental agency, body or instrumentality (whether Federal, state, local or foreign) ("Governmental Authority"), or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree (collectively, "Judgment") in each case applicable to the Company or any of its assets is bound, (C) violate or conflict with any law, authorization or governmental order applicable to the Company, or give any governmental entity or other person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such law, authorization or governmental order, or (D) result in the creation of any security interest, mortgage, pledge, lien, claim, charge, title retention or other encumbrance (collectively, "Liens") upon any of the assets owned or used by the Company, except for any such violations, conflicts, defaults and events referred to in clause (B) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clauses (C) and (D) that would not in the aggregate be material to the Company.Subsidiary; or (iie) No require any consent, approval, order approval or authorization of, or registrationdeclaration, declaration filing or filing registration with, any governmental entity Governmental Authority, to be made or other person, is obtained by or on behalf of the Company except (i) as required by the Exchange Act, (ii) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the MBCL, or with respect to the Company in connection with the execution maintenance of qualification to do business in other jurisdictions, such other jurisdictions, and delivery (iii) filings with the Federal Trade Commission ("FTC") and with the Antitrust Division of this Agreement the U.S. Department of Justice (the "Antitrust Division") pursuant to Title II of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the Note, except for such consents, approvals, orders, authorizations, registrations, declarations rules and filings as may be required under applicable federal and state securities lawsregulations thereunder (the "HSR Act").

Absence of Conflicts; Consents. (i) The Except as set forth in Schedule 2.05, neither the execution and delivery by Company of this Agreement and the Note Articles of Merger nor the consummation by the Company does not, and the consummation of the transactions contemplated hereby and thereby will: (a) assuming the approvals set forth in each caseSection 2.04(b) have been obtained, conflict with or without the passage of time or the giving of notice), will not, directly or indirectly, (A) violate the provisions result in a breach of any provision of the charter documents respective articles or certificate of incorporation or organization or By-Laws of the Company or any Subsidiary; (b) to the knowledge of the Company, result in the creation of any lien, mortgage, agreement, right of way, charge, option, security interest, claim, restriction, easement, covenant, lease or encumbrance (B"Lien") violate upon any of the properties of the Company or any of its Subsidiaries; (c) with or without giving of notice or the passage of time, or both, violate, or conflict with, or constitute a defaultdefault under, an event or result in the termination or in a right of termination of, violate or be in conflict with, result in a breach of any term or provision of, or constitute a default under, or an event creating accelerate or permit the acceleration of the performance required by, or give any other natural person, corporation, trust, association, company, partnership, joint venture or other entity or any government, governmental agency, instrumentality or political subdivision ("Person") a basis for increased rights or termination or nonperformance under, or require any consent, authorization or approval under, any term or provision of acceleration, termination, cancellation, imposition of additional obligations any material Lien or loss of rights under any contract Material Contract to which the Company or any Subsidiary is a party or by which any of them are or their respective properties are subject or bound; (d) subject to the approval of the Merger by the Company's shareholders, to the knowledge of the Company, violate any provision of, or, except as set forth in Section 2.05(e), require any consent, authorization or approval under, any statute, law, ordinance, or administrative rule or regulation, Permit, order or license (collectively, but excluding Environmental Laws, "Applicable Laws") of any governmental agency, body or instrumentality (whether Federal, state, local or foreign) ("Governmental Authority"), or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree (collectively, "Judgment") in each case applicable to the Company or any of its assets is bound, (C) violate or conflict with any law, authorization or governmental order applicable to the Company, or give any governmental entity or other person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such law, authorization or governmental order, or (D) result in the creation of any security interest, mortgage, pledge, lien, claim, charge, title retention or other encumbrance (collectively, "Liens") upon any of the assets owned or used by the Company, except for any such violations, conflicts, defaults and events referred to in clause (B) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clauses (C) and (D) that would not in the aggregate be material to the Company.Subsidiary; or (iie) No require any consent, approval, order approval or authorization of, or registrationdeclaration, declaration filing or filing registration with, any governmental entity Governmental Authority, to be made or other person, is obtained by or on behalf of the Company except (i) as required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (ii) the filing of the Articles of 20 11 Merger and other appropriate merger documents, if any, as required by the MBCL, or with respect to the Company in connection with the execution maintenance of qualification to do business in other jurisdictions, such other jurisdictions, and delivery (iii) filings with the Federal Trade Commission ("FTC") and with the Antitrust Division of this Agreement the U.S. Department of Justice (the "Antitrust Division") pursuant to Title II of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, and the Note, except for such consents, approvals, orders, authorizations, registrations, declarations rules and filings as may be required under applicable federal and state securities lawsregulations thereunder (the "HSR Act").

Absence of Conflicts; Consents. (i) The Neither the execution and delivery of this Agreement and the Note or any other Transaction Document by the Company does notSeller, and nor the consummation of the transactions contemplated hereby and thereby Transactions or compliance by Seller with any of the provisions hereof or thereof, will (a) violate or breach the terms of, cause a default under, conflict with, result in each casethe loss by Seller or any member of the Company Group of any rights or benefits under, impose on Seller or any member of the Company Group any additional or greater burdens or obligations under, create in any other Person additional or greater rights or benefits under, create in any other Person the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase right, right of first refusal, right of first offer or similar right under (i) any applicable Legal Requirement, (ii) the Organizational Documents of Seller or any member of the Company Group, (iii) any Contract to which Seller or any member of the Company Group is a party or by which Seller or any member of the Company Group, or any of their respective properties or assets, is bound, (b) result in the creation or imposition of any Lien (other than a Permitted Lien) on the Company Group Assets or any Interests of any member of the Company Group, (c) result in the cancellation, forfeiture, revocation, suspension or adverse modification of any Company Group Asset or any Interests of any Company Group member or any existing consent, approval, authorization, license, permit, certificate or order of any Governmental Authority, or (d) with or without the passage of time or the giving of notice), will not, directly notice or indirectly, (A) violate the provisions taking of any action of any third party have any of the charter documents of the Company, (B) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any contract to which the Company is a party or by which the Company or any of its assets is bound, (C) violate or conflict with any law, authorization or governmental order applicable to the Company, or give any governmental entity or other person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such law, authorization or governmental order, or (D) result in the creation of any security interest, mortgage, pledge, lien, claim, charge, title retention or other encumbrance (collectively, "Liens") upon any of the assets owned or used by the Company, except for any such violations, conflicts, defaults and events referred to effects set forth in clause (Ba), (b) and for any such violationsor (c) of this Section 4.3, conflictsin each case, challengesother than with respect to Section 4.3(a)(ii), remedies, relief, revocations, modifications or Liens referred to in clauses (C) and (D) that except as would not in the aggregate be material have a Material Adverse Effect. Except with respect to the Company. filings, notices, waiting periods or approvals required by (i) the Xxxx Xxxxx Xxxxxx Act and (ii) No other filings required under federal or state securities Legal Requirements, Seller’s execution, delivery, and performance of this Agreement (and the other Transaction Documents to be executed and delivered by Seller, and the Transactions) is not and will not be subject to any consent, approval, order or authorization ofwaiver from, or require any registration, declaration declaration, notice, or filing with, any governmental entity Governmental Authority or any other personthird party, is required by except as would not reasonably be expected, individually or with respect in the aggregate, to be material to the Company in connection with the execution and delivery of this Agreement and the NoteGroup, except for such consents, approvals, orders, authorizations, registrations, declarations and filings taken as may be required under applicable federal and state securities lawsa whole.