Absence of Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation of, or default under, or conflict with, or require any consent under any term or provision of the certificate of incorporation or by-laws of such Stockholder or any contract, commitment, indenture, lease or other agreement to which such Stockholder is a party or by which such Stockholder or any of its assets is bound.
Absence of Violation. The execution and delivery of this Agreement, and all exhibits hereto does not and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with, violate, result in a breach of or constitute a default under any provision of the Certificate of Incorporation (as amended) or bylaws or other organizational documents of the Corporation; (ii) violate, conflict with or result in the breach or termination of or modification, or otherwise give any other contracting party the right to terminate or modify, or constitute a default, with or without notice, the lapse of time or both, or cause the acceleration of any obligation, under the terms of any contract to which the Corporation is a party, (iii) result in the creation of any lien, charge or encumbrance upon the properties or other assets of the Corporation, or (iv) conflict with, violate, result in a breach of or constitute a default under any judgment, order, injunction, decree or award against, or binding upon, the Corporation or upon any of its properties or assets.
Absence of Violation. Neither the execution or delivery of this Agreement by the Company nor the consummation of the transaction contemplated hereby by the Company constitutes a violation or default under or conflicts with any material contract, commitment, lease, instrument or agreement to which the Company is a party or by which the Company is bound or will result in the creation of any encumbrance on any of the assets owned by the Company under any term or provision of the Articles of Incorporation or Bylaws of the Company.
Absence of Violation. Neither the execution and delivery of this Agreement, or of any document or instrument to be executed and delivered by such Stockholder pursuant hereto, nor the consummation of the transactions contemplated hereby and thereby will constitute a violation of, or default under, or conflict with, or require any consent under (other than a violation or default that has been waived or a consent that has been obtained), any term or provision of any contract, commitment, indenture, lease, or other agreement to which such Stockholder is a party or by which such Stockholder or any of his assets is bound.
Absence of Violation. The execution, delivery and performance by such Company Stockholder of this Merger Agreement and all other documents and Agreements contemplated hereby to which such Company Stockholder is a party, the fulfillment of and the compliance with the respective terms and provisions hereof and thereof, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) conflict with, or violate any provision of, any Laws having applicability to such Company Stockholder; or (b) conflict with, or result in any breach of, or constitute a default under, any Agreement to which such Company Stockholder is a party.
Absence of Violation. The execution, delivery and performance by Buyer of this Agreement, the fulfillment of and the compliance with the respective terms and provisions hereof and thereof, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) conflict with, or violate any provision of, any Law having applicability to Buyer or (b) conflict with, or result in any breach of, or constitute a default under, any material agreement to which Buyer is a party or the charter or bylaws of Buyer.
Absence of Violation. The Company is not in violation of or default under, nor has the Company breached, any term or provision of its certificate or articles of incorporation or bylaws or any Material Agreement or restriction to which the Company is a party or by which the Company is bound or any of its Material Assets are bound or affected. Neither the Company nor any of its officers, directors, employees or agents (or, to the Company's Knowledge, stockholders, distributors, representatives or other persons acting on the express, implied or apparent authority of such entity) have paid, given or received or have offered or promised to pay, give or receive, any bribe or other unlawful, questionable payment of money or other thing of value, any extraordinary discount, or any other unlawful or unusual inducement, to or from any person, business association or governmental official or entity in the United States or elsewhere in connection with or in furtherance of the business of the Company (including, without limitation, any offer, payment or promise to pay money or other thing of value (a) to any foreign official or political party (or official thereof) for the purposes of influencing any act, decision or omission in order to assist the Company in obtaining business for or with, or directing business to, any person, or (b) to any person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes. The business of the Company is not in any manner dependent upon the making or receipt of such payments, discounts or other inducements.
Absence of Violation. The execution, delivery and performance by such Stockholder of this Agreement and all other documents, instruments, certificates and agreements contemplated hereby to which it is a party, the fulfillment of and the compliance with the respective terms and provisions hereof and thereof, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) conflict with, or violate any provision of, any Laws having applicability to it; or (b) conflict with, or result in any breach of, or constitute a default under, any agreement to which it is a party.
Absence of Violation. Neither the execution and delivery of this Agreement, or of any document or instrument to be executed and delivered by the Company pursuant hereto, nor the consummation of the transactions contemplated hereby and thereby will constitute a violation of, or default under, or conflict with, or require any consent under (other than a violation or default that has been waived or a consent that has been obtained), any term or provision of the Articles of Incorporation of the Company or any contract, commitment, indenture, lease, or other agreement to which the Company is a party or by which the Company or any of its assets is bound.
Absence of Violation. The execution, delivery and performance by Buyer of this Agreement, the fulfillment of and the compliance with the respective terms and provisions hereof and thereof, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) conflict with, or violate any provision of, any Law having applicability to Buyer, (b) conflict with, or result in any breach of, or constitute a default under, any material agreement to which Buyer is a party or the charter or bylaws of Buyer, or (c) require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental authority.
