Absence of Restrictions and Conflicts; Consents. The execution, delivery, and performance by NY – SHI of this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or result in a breach of any provisions of the organizational documents of NY – SHI; (B) result in a material default or the creation of any Encumbrance (except for Permitted Encumbrance) or give rise to any right of termination, cancellation, or acceleration under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, or other material Contract to which NY – SHI is a party or by which NY – SHI may be bound; or (C) violate any Applicable Law in any material respect applicable to NY – SHI.
Absence of Restrictions and Conflicts; Consents. The execution, delivery, and performance by SHI Farms of this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or result in a breach of any provisions of the organizational documents of SHI Farms; (B) result in a material default or the creation of any Encumbrance (except for Permitted Encumbrance) or give rise to any right of termination, cancellation, or acceleration under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, or other material Contract to which SHI Farms is a party or by which SHI Farms may be bound; or (C) violate any Applicable Law in any material respect applicable to SHI Farms.
Absence of Restrictions and Conflicts; Consents. The execution, delivery, and performance by each of Canbiola Sub and Canbiola of this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or result in a breach of any provisions of the organizational documents of Canbiola Sub or Canbiola; (B) result in a material default or the creation of any Encumbrance (except for Permitted Encumbrance) or give rise to any right of termination, cancellation, or acceleration under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, or other material Contract to which Canbiola Sub or Canbiola is a party or by which Canbiola Sub or Canbiola may be bound; or (C) violate any Applicable Law in any material respect applicable to Canbiola Sub or Canbiola.
Absence of Restrictions and Conflicts; Consents. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents by Seller, the consummation by Seller of the transactions contemplated by this Agreement and the Seller Ancillary Documents, and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents by Seller do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict in any material respect with, constitute a material breach of or default under, result in the loss of any material benefit under, permit the acceleration of any material obligation under, create in any party the right to terminate, modify, or cancel any material obligation, give rise to any material obligation of Seller or its Subsidiaries to make any payment under, give rise to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Seller or its Subsidiaries under (a) any term or provision of the charter documents of Seller, (b) any Contract or other agreement or instrument to which Seller is a party or is bound or to which any of the Transferred Assets is subject, (c) any Transferred Agreement or Transferred License, (d) any judgment, decree or order of any court or Governmental Entity by which any of the Transferred Assets are bound or (e) any Law or arbitration award applicable to the Transferred Assets. Except as set forth on Schedule 4.3, the transactions contemplated by this Agreement and the other Transaction Documents will not constitute a change of control or assignment requiring the consent from or the giving of notice to a third party pursuant to any Contract involving the Business to which the Seller is a party. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Seller or any of its Affiliates in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (x) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder, (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (y) any filings required under the rules and re...
Absence of Restrictions and Conflicts; Consents. (a) Except as set forth on Schedule 4.5(a) and assuming the consents and filings referenced in Section 4.5(b) and Section 4.5(c) are obtained prior to the Closing, the execution, delivery and performance of this Agreement and the Company Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Company Ancillary Documents by the Company do not or will not (as the case may be), with the passing of time or the giving of notice or both, (A) violate, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, or require the Surviving Company to offer to purchase or redeem any of its securities under, (i) any term or provision of the memorandum and articles of association of the Company or of any of its Subsidiaries’ respective memorandums of association and articles of association or other similar organizational documents, (ii) the Company Contracts or any other contract, agreement, franchise or Permit applicable to the Company or any of its Subsidiaries or any of their properties or (iii) any judgment, decree, order, injunction, award or ruling of any Governmental Entity or arbitration panel to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties are bound or (iv) any Applicable Laws, except in the case of clauses (ii), (iii) and (iv), where any such breach, default, loss, acceleration or right would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or (B) cause or result in the imposition of, or afford any Person the right to obtain, any Lien upon any property or other assets of any of the Company and its Subsidiaries (or upon any revenues, income or profits of any of the Company and its Subsidiaries therefrom).
Absence of Restrictions and Conflicts; Consents. (a) The execution, delivery and performance of this Agreement and the Parent Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Parent Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Parent Ancillary Documents by Parent and Sub do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (i) the organizational documents of Parent or Sub, (ii) any material contract filed as an exhibit to Parent’s most recently filed Form 10-K pursuant to Item 601(b)(10) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “1934 Act”), (iii) any judgment, decree, order, injunction, award or ruling of any Governmental Entity or arbitration panel to which Parent or Sub is a party or by which Parent or Sub or any of their respective assets or properties are bound or (iv) any Applicable Laws applicable to Parent or Sub.
Absence of Restrictions and Conflicts; Consents. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under (i) any term or provision of the Certificate of Incorporation or Bylaws of Nexstep, (ii) any Nexstep Material Agreements (as hereinafter defined), (iii) any judgment, decree or order of any court or governmental authority or agency to which Nexstep or Shareholders are a party or by which Nexstep or any of Nexstep's properties is bound, or (iv) any statute, law, regulation or rule applicable to Nexstep, so as to have in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of Nexstep. Except for the filing and recordation of the Certificate of Merger, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to Nexstep or the Shareholders is required in connection with the execution, delivery or performance of this Agreement by Nexstep or the Shareholders or the consummation of the transactions contemplated by this Agreement by Nexstep, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Nexstep. The Nexstep Disclosure Schedule contains a complete list of all Material Agreements requiring the consent of any party thereto to any of the transactions contemplated hereby.
Absence of Restrictions and Conflicts; Consents. (a) Except as set forth in Section 6.2 of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the other Transaction Documents do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under (i) Seller’s Organizational Documents, (ii) any judgment, decree or order any court or Governmental Body to which Seller or Parent is a party or by which Seller or Parent are bound, (iii) any Assumed Contract to which Seller or Parent is a party or by which Seller or Parent is bound, or (iv) any Applicable Laws applicable to Seller or Parent; and
Absence of Restrictions and Conflicts; Consents. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Purchaser is a party, the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which Purchaser is a party and the fulfillment of and compliance with the terms and conditions of this Agreement and the other Transaction Documents to which Purchaser is a party do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under (i) Purchaser’s Organizational Documents, (ii) any judgment, decree or order any court or Governmental Body to which Purchaser is a party or by which Purchaser is bound, (iii) any Contract to which Purchaser is a party or by which Purchaser is bound, or (iv) any statute, law, regulation or rule applicable to Purchaser.
Absence of Restrictions and Conflicts; Consents. (a) The execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents by the Purchasers and Quanta, the consummation of the transactions contemplated by this Agreement and the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents by the Purchasers and Quanta do not or will not (as the case may be), with the passing of time or the giving of notice or both, contravene, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel or any other right or benefit under: (i) the Organizational Documents of any of the Purchasers or Quanta; (ii) any material contract filed as an exhibit to Quanta’s Most Recent Annual Report pursuant to Item 601(b)(10) of Regulation S-K of the Exchange Act; (iii) any judgment, decree, writ, order, injunction, award or ruling of any Governmental Entity or arbitration panel to which any of the Purchasers or Quanta is a party or by which any of the Purchasers or Quanta or any of their respective assets or properties are bound; or (iv) any Applicable Laws applicable to the Purchasers or Quanta.
