Common use of Absence of Defaults, Conflicts, etc Clause in Contracts

Absence of Defaults, Conflicts, etc. The execution and delivery by the Company of this Agreement do not, and the consummation of the transactions contemplated hereby, including the Merger, and compliance with the provisions hereof will not, (i) except as set forth on Section 4.6 of the Company Disclosure Schedule, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, termination, cancellation or acceleration of any obligation under, any legally-binding loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right, license, arrangement or other obligation (whether written or oral) (each, a “Contract”), to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, (ii) conflict with or result in any violation in any respect of any provision of the Memorandum of Association and Articles of Association or other equivalent organizational document, in each case as amended, of the Company or any of its Subsidiaries, or (iii) assuming all authorizations, consents, approvals or filings contemplated by Section 4.5 have been obtained, and all filings and notifications described in Section 4.5 have been made, conflict with or violate any Laws applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or any order, injunction, decree, or judgment (each, an “Order”) applicable to the Company or any of its Subsidiaries, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, Lien or other circumstance that would not have a Company Material Adverse Effect.

Absence of Defaults, Conflicts, etc. The (a) Except as set forth in Section 4.6 of the Company Disclosure Schedule, and assuming the consents, approvals and filings referred to in Section 4.5 above and Section 4.5 of the Company Disclosure Schedule are obtained or made, the execution and delivery by the Company of this Agreement do not, and the consummation of the transactions contemplated hereby, including Merger and the Merger, and compliance with fulfillment of the provisions terms hereof will not, (i) except as set forth on Section 4.6 result in a breach of any of the Company Disclosure Scheduleterms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination, cancellation, suspension or modification of or result in any violation ofincrease in any payment required by, or default (with cause the impairment, loss or without notice forfeiture of any material benefit, right or lapse of time, or both) privilege under, or give rise create a Lien or other encumbrance on any assets pursuant to a (any such conflict, violation, breach, default, right of, of termination, cancellation or acceleration acceleration, loss or creation, a "Violation") or (ii) require the Company or any Subsidiary of the Company to obtain any obligation consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), under: (1) any indenture, any legally-binding loanmortgage, guarantee deed of Indebtedness or trust, credit agreement, note, bond, mortgage, indenturebond or other evidence of indebtedness, lease, agreementfranchise, permit, authorization, license, contract, instrument, permitemployee benefit plan or practice, concession, franchise, right, license, arrangement or other obligation (whether written agreement, obligation, commitment or oral) (each, a “Contract”), concession of any nature to which the Company or any Subsidiary of its Subsidiaries the Company is a party or party, by which the Company or Company, any of its Subsidiaries is bound or result in the creation of any Lien upon any of the properties or assets Subsidiary of the Company or any of its Subsidiaries, (ii) conflict with their respective assets or result in any violation in any respect of any provision of the Memorandum of Association and Articles of Association properties is bound or other equivalent organizational document, in each case as amended, of affected or pursuant to which the Company or any Subsidiary of its Subsidiariesthe Company is entitled to any rights or benefits (including the Licenses) (collectively, or "Contracts"); (iii2) assuming all authorizations, consents, approvals or filings the approval of the Merger Proposal by the Company's stockholders as contemplated by Section 4.5 have been obtained3.1, and all filings and notifications described in Section 4.5 have been madethe Organizational Documents; or (3) any order, conflict with judgment, law, rule or violate regulation of any Laws applicable to Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of over their respective properties or assets or any order, injunction, decree, or judgment (each, an “Order”) applicable to the Company or any of its Subsidiaries, businesses; other than, in the case of clauses clause (i1) and (iii)above, any such violation, conflict, default, termination, cancellation, acceleration, Lien violations or other circumstance failures to obtain any Contract Consents or to make any Contract Notices that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) No event has occurred and no condition exists that, upon notice or the passage of time (or both), would constitute a Violation under any of the items listed in clauses (1), (2) or (3)

Absence of Defaults, Conflicts, etc. The (a) Except as set forth in Section 4.6 of the Company Disclosure Schedule, and assuming the consents and approvals referred to in Section 4.5 above and Section 4.5 of the Company Disclosure Schedule are obtained, the execution and delivery by the Company of this Agreement do not, and the consummation of the transactions contemplated herebyMerger and the fulfillment of the terms hereof, including the Merger, and compliance with the provisions hereof will not, (i) except as set forth on Section 4.6 result in a breach of any of the Company Disclosure Scheduleterms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination, cancellation, suspension or modification of or result in any violation ofincrease in any payment required by, or default (with cause the impairment, loss or without notice forfeiture of any material benefit, right or lapse of time, or both) privilege under, or give rise create a Lien or other encumbrance on any assets pursuant to a (any such conflict, violation, breach, default, right of, of termination, cancellation or acceleration acceleration, loss or creation, a "Violation") or (ii) require, on the part of the Company or any obligation Subsidiary of the Company, to obtain any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), under: (1) any indenture, any legally-binding loanmortgage, guarantee deed of Indebtedness or trust, credit agreement, note, bond, mortgage, indenturebond or other evidence of indebtedness, lease, agreementfranchise, permit, authorization, license, contract, instrument, permitemployee benefit plan or practice, concession, franchise, right, license, arrangement or other obligation (whether written agreement, obligation, commitment or oral) (each, a “Contract”), concession of any nature to which the Company or any of its Subsidiaries Subsidiary is a party or party, by which the Company or Company, any of its Subsidiaries is bound or result in the creation of any Lien upon any of the properties or assets Subsidiary of the Company or any of its Subsidiaries, (ii) conflict with their respective assets or result in any violation in any respect of any provision of the Memorandum of Association and Articles of Association properties is bound or other equivalent organizational document, in each case as amended, of affected or pursuant to which the Company or any Subsidiary of its Subsidiariesthe Company is entitled to any rights or benefits (including the Licenses) (collectively, "Contracts"), except for such Violations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; (iii2) assuming all authorizations, consents, approvals or filings the approval of the Merger Proposal by the Company's stockholders as contemplated by Section 4.5 have been obtained3.1, and all filings and notifications described in Section 4.5 have been madethe Organizational Documents, conflict with or (3) any order, judgment, law, rule or violate regulation of any Laws applicable to Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of over their respective properties or assets or any order, injunction, decree, or judgment (each, an “Order”) applicable to the Company or any of its Subsidiariesbusinesses, other than, in the case of clauses clause (iA) and (iii)above, any such violationbreaches, conflictdefaults, default, termination, cancellation, acceleration, Lien accelerations or other circumstance terminations that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) No event has occurred and no condition exists that, upon notice or the passage of time (or both), would constitute a Violation under any of the items listed in clauses (1), (2) or (3) of Section 4.6 (a) above, other than any such Violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.