Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. 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 Organizational Documents of Merger Sub or Parent; (ii) any Contract material to the business and operations of Merger Sub or Parent; (iii) any judgment, decree, injunction or order of any court or governmental authority or agency to which Merger Sub or Parent is a party or by which Merger Sub or Parent or any of their respective properties is bound or (iv) any statute, law, regulation or rule applicable to Merger Sub or Parent, 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 Merger Sub or Parent and their respective subsidiaries taken as a whole. Except for (i) filing of the Articles of Merger; (ii) the filing of a Form S-4 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities laws, no Consent, approval, order or authorization of, or registration, declaration or filing with, any government agency or public or regulatory unit, agency, body or authority with respect to Merger Sub or Parent is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent or the consummation of the Contemplated Transactions contemplated by this Agreement by Merger Sub or Parent, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries taken as a whole.

Absence of Restrictions and Conflicts. The execution, ----------------------------------------- delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, 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 Organizational Documents Articles of Incorporation or Bylaws of the Company or Merger Sub or Parent; Sub, (ii) any Company Material Contract material to the business and operations of Merger Sub or Parent; (as hereinafter defined), (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which the Company, Merger Sub or Parent the Controlling Shareholder is a party or by which the Company, Merger Sub or Parent and the Controlling Shareholder or any of their respective properties is bound bound, or (iv) any statute, law, regulation or rule applicable to the Company, Merger Sub or Parent, and the Controlling Shareholder 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 Merger Sub or Parent and their respective subsidiaries the Company taken as a whole. Except for (i) the filing and recordation of the Articles Certificate of Merger; (ii) the filing of a Form S-4 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities laws, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to the Company, Merger Sub or Parent the Controlling Shareholder is required in connection with the execution, delivery or performance of this Agreement by the Company, Merger Sub or Parent the Controlling Shareholder or the consummation of the Contemplated Transactions transactions contemplated by this Agreement by the Company, Merger Sub or Parentand the Controlling Shareholder, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries the Company taken as a whole. The Company Disclosure Letter sets forth a list of all agreements requiring the consent of any party thereto to any of the transactions contemplated hereby.

Absence of Restrictions and Conflicts. 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 passage 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 Organizational Documents Articles of Merger Sub Incorporation or Parent; Bylaws of Contour, (ii) any Contract contract material to the business and operations of Merger Sub or Parent; Contour, (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub or Parent Contour is a party or by which Merger Sub or Parent Contour, any of its subsidiaries or any of their respective properties is bound bound, or (iv) any statute, law, regulation or rule applicable to Merger Sub or ParentContour, 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 Merger Sub or Parent Contour and their respective its subsidiaries taken as a whole. Except for (i) filing and recordation of the Articles of Merger; (ii) Merger as required by the filing of a Form S-4 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities lawsTBCA, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government agency or public or regulatory unit, agency, body or authority with respect to Merger Sub or Parent Contour is required in connection with the execution, delivery or performance of this Agreement by Contour or Merger Sub or Parent or the consummation of the Contemplated Transactions transactions contemplated by this Agreement by Contour or Merger Sub or ParentSub, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent Contour and its subsidiaries taken as a whole.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, 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 Organizational Documents Certificate of Merger Sub Incorporation or Parent; Bylaws of Premenos, (ii) any Contract material to the business and operations of Merger Sub or Parent; Premenos Material Contract, (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub Premenos or Parent any of its subsidiaries is a party or by which Merger Sub Premenos or Parent its subsidiaries or any of their respective properties is bound bound, or (iv) any statute, law, regulation or rule applicable to Merger Sub Premenos or Parentits subsidiaries, so as to have, have in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, operations or financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a wholePremenos. Except for (i) filing compliance with the applicable requirements of the Articles Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of Merger; (ii) the filing of a Form S-4 Registration Statement 1976, as amended (the "Registration StatementHSR Act") with ), the Securities and Exchange Commission Act of 1933, as amended (the "SECSecurities Act") in accordance with ), the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and of 1934, as amended (iv) the filing of such consents"Exchange Act"), approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities lawslaws and the filing and recordation of the Certificate of Merger as required by the DGCL, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to Merger Sub Premenos or Parent its subsidiaries is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent Premenos or the consummation of the Contemplated Transactions transactions contemplated by this Agreement by Merger Sub or ParentPremenos, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, operations or financial condition, business or prospects condition of Merger Sub or Parent and its subsidiaries taken as a wholePremenos.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, 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, under or permit the acceleration of any obligation under, under (i) any term or provision of the Organizational Documents Certificate of Merger Sub Incorporation or Parent; Bylaws of Parent or the Articles of Incorporation or Bylaws of the Subsidiary, or (ii) any Contract contract or permits, except where such violations, conflicts, breaches, defaults, losses or accelerations would not, individually or in the aggregate, have a material to adverse effect on the business business, results of operation, working capital, assets, liabilities, condition (financial or otherwise) or prospects of Parent and operations of Merger Sub its subsidiaries taken as a whole, or Parent; (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub Parent or Parent its subsidiaries is a party or by which Merger Sub Parent or Parent the subsidiaries or any of their respective properties is bound are bound, or (iv) any statute, law, regulation or rule applicable to Merger Sub Parent or Parentits subsidiaries, so as to haveexcept where such violations, conflicts, breaches, defaults, losses or accelerations would not, individually or in the case of subsections (ii) through (iv) aboveaggregate, have a material adverse effect on the business, results of operation, working capital, assets, liabilities, results of operations, condition (financial condition, business or otherwise) or prospects of Merger Sub or Parent and their respective its subsidiaries taken as a whole. Except for (i) filing compliance with the applicable requirements of the Articles of Merger; (ii) Securities Act, the Exchange Act, and applicable state securities laws and the filing of a Form S-4 Registration Statement (the "Registration Statement") Articles of Merger with the Securities Department of State, and Exchange Commission ("SEC") in accordance with consents listed on the Securities Act; (iii) Disclosure Schedule, to the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities lawsParent's knowledge, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to Merger Sub or Parent or, except for the approvals which have been obtained, any third party is required in connection with the execution, delivery or performance of this Agreement by Merger Sub Parent or Parent the Subsidiary or the consummation of the Contemplated Transactions transactions contemplated hereby or the ownership and operation by this Agreement by Merger Sub or Parent, the failure to obtain which would have a material adverse effect upon Surviving Corporation of its businesses and properties after the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent Effective Date in substantially the same manner as now owned and its subsidiaries taken as a wholeoperated.

Absence of Restrictions and Conflicts. 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 Organizational Documents of Merger Sub or Parent; (ii) any Contract material to the business and operations of Merger Sub or Parent; (iii) any judgment, decree, injunction or order of any court or governmental authority or agency to which Merger Sub or Parent is a party or by which Merger Sub or Parent or any of their respective properties is bound or (iv) any statute, law, regulation or rule applicable to Merger Sub or Parent, so as to have, in the case of subsections (ii) through (iv) above, a material mater ial adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a whole. Except for (i) filing of the Articles of Merger; (ii) the filing of a Form S-4 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities laws, no Consent, approval, order or authorization of, or registration, declaration or filing with, any government agency or public or regulatory unit, agency, body or authority with respect to Merger Sub or Parent is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent Paren t or the consummation of the Contemplated Transactions contemplated by this Agreement by Merger Sub or Parent, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries taken as a whole.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, 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 Organizational Documents Certificate of Merger Sub Incorporation or Parent; Bylaws of Premenos, (ii) any Contract material to the business and operations of Merger Sub or Parent; Premenos Material Contract, (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub Premenos or Parent any of its subsidiaries is a party or by which Merger Sub Premenos or Parent its subsidiaries or any of their respective properties is bound bound, or (iv) any statute, law, regulation or rule applicable to Merger Sub Premenos or Parentits subsidiaries, so as to have, have in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, operations or financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a wholePremenos. Except for (i) filing compliance with the applicable requirements of the Articles Hart-Scott-Rodino Antitruxx Xxxxxxxxxxxx Xct of Merger; (ii) the filing of a Form S-4 Registration Statement 1976, as amended (the "Registration StatementHSR Act") with ), the Securities and Exchange Commission Act of 1933, as amended (the "SECSecurities Act") in accordance with ), the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and of 1934, as amended (iv) the filing of such consents"Exchange Act"), approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities lawslaws and the filing and recordation of the Certificate of Merger as required by the DGCL, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to Merger Sub Premenos or Parent its subsidiaries is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent Premenos or the consummation of the Contemplated Transactions transactions contemplated by this Agreement by Merger Sub or ParentPremenos, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, operations or financial condition, business or prospects condition of Merger Sub or Parent and its subsidiaries taken as a wholePremenos.