Authority; No Violations. (i) Conectiv has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Conectiv, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote. This Agreement has been duly executed and delivered by Conectiv and constitutes a valid and binding agreement of Conectiv, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. (ii) Conectiv is not currently in violation of, or in default under, (A) any provision of the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do not, and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate of incorporation or by-laws of Conectiv or (D) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind to which Conectiv or any of its Subsidiaries is now subject to, a party to or by which any of them or any of their respective properties or assets may be bound or affected. (iii) No material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required by or with respect to Conectiv or any Subsidiary of Conectiv in connection with the execution and delivery of this Agreement by Conectiv or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals."
Appears in 1 contract
Authority; No Violations. (i) Conectiv Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case to approval of the consummation of the Conectiv Merger to the adoption of set forth in this Agreement by the Required Conectiv Parent Vote (as defined in Section 3.1(i3.2(j)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ConectivParent and Merger Sub, subject in the case of the consummation of the Conectiv Merger to the adoption approval of this Agreement by the Required Conectiv Parent Vote. This Agreement has been duly executed and delivered by Conectiv each of Parent and Merger Sub and constitutes a valid and binding agreement of Conectiv, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.
(ii) Conectiv is not currently The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, result in violation of, or in default under, a Violation pursuant to: (A) any provision of the certificate of incorporation or by- by-laws (or similar organizational documents) of Conectiv Parent or Merger Sub or (B) except (x) as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan Parent or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do not, and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate of incorporation or by-laws of Conectiv Sub or (Dy) except as would not or would reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind to which Conectiv or any of its Subsidiaries is now subject to, a party individually or in the aggregate, prevent Parent or Merger Sub from performing, or materially impair the ability of Parent or Merger Sub to or by which any of them or any of perform, their respective properties or assets may be bound or affectedobligations under this Agreement.
(iii) No material consent, approval, order, license, permit or authorization of, or registration, declaration, notice or filing with, any supranational, national, state, municipal Governmental Entity is necessary or local government, any instrumentality, subdivision, court, administrative agency required to be obtained or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required made by or with respect to Conectiv Parent, Merger Sub or any other Subsidiary of Conectiv Parent in connection with the execution and delivery of this Agreement by Conectiv Parent and Merger Sub or the performance and consummation by Conectiv Parent and Merger Sub of the Conectiv Merger and the other transactions contemplated hereby, hereby except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (ED) the DGCL NYBCL with respect to the filing of the Certificates Certificate of Merger, (FE) rules and regulations of the NYSE and the London Stock Exchange plc (the “LSE”) and the UK Listing Rules (as defined in 3.2(e)), (F) applicable state public utility Laws, rules and regulations promulgated by the NYPSC, and the NHPUC, (G) Section 203 of the Federal Power Act, (H) if required, the Atomic Energy Act, (I) the FCC, (J) notice to the Committee on Foreign Investment (CFIUS) pursuant to the Exon-Fxxxxx Act, (K) antitrust or other competition laws of other jurisdictions, and (L) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii3.2(b)(iii) of the Conectiv Parent Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (FJ) are hereinafter referred to as "Necessary the “Parent Required Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals”."
Appears in 1 contract
Samples: Merger Agreement (National Grid PLC)
Authority; No Violations. (ia) Conectiv has all requisite Each of Parent and Sub have full corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i)). The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action on the part of Conectiv, subject in each of Parent. Except for the case filing of the consummation Certificates of Merger and the approval of the Conectiv Merger shareholders of Parent, no other corporate proceedings on the part of Parent or Sub are necessary to the adoption of approve this Agreement by and to consummate the Required Conectiv Votetransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Conectiv Parent and Sub and (assuming the due authorization, execution and delivery by the Company) constitutes a valid and binding agreement obligation of ConectivParent and Sub, enforceable against it Parent and Sub in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors generallycreditors' rights and remedies generally and subject, by as to enforceability, to the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing).
(iib) Conectiv is not currently in violation of, or in default under, (A) any provision of Neither the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do noteach of Parent and Sub, and nor the consummation by Conectiv either Parent or Sub, as the case may be, of the Conectiv Merger and the other transactions contemplated hereby hereby, nor compliance by either Parent or Sub with any of the terms or provisions hereof, will not(i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Parent, or Sub, as the case may be, or (ii)(x) violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to Parent or Sub or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any violation ofprovisions of or the loss of any benefit under, or constitute a default (or any event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, amendment, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of a any lien, pledge, security interest, charge or other encumbrance on upon any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate terms, conditions or provisions of incorporation or by-laws of Conectiv or (D) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contractbond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan material agreement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule instrument or regulation of any kind obligation to which Conectiv Parent or any of its Subsidiaries Sub is now subject toa party, a party to or by which any of them they or any of their respective properties or assets may be bound or affected.
(iii) No material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required by or with respect to Conectiv or any Subsidiary of Conectiv in connection with the execution and delivery of this Agreement by Conectiv or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals."
Appears in 1 contract
Samples: Merger Agreement (Simone Eric)
Authority; No Violations. (i) Conectiv Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case to approval of the consummation of the Conectiv Merger to the adoption of set forth in this Agreement by the Required Conectiv Parent Vote (as defined in Section 3.1(i3.2(j)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ConectivParent and Merger Sub, subject in the case of the consummation of the Conectiv Merger to the adoption approval of this Agreement by the Required Conectiv Parent Vote. This Agreement has been duly executed and delivered by Conectiv each of Parent and Merger Sub and constitutes a valid and binding agreement of Conectiv, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.
(ii) Conectiv is not currently The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, result in violation of, or in default under, a Violation pursuant to: (A) any provision of the certificate of incorporation or by- by-laws (or similar organizational documents) of Conectiv Parent or Merger Sub or (B) except (x) as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan Parent or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do not, and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate of incorporation or by-laws of Conectiv Sub or (Dy) except as would not or would reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind to which Conectiv or any of its Subsidiaries is now subject to, a party individually or in the aggregate, prevent Parent or Merger Sub from performing, or materially impair the ability of Parent or Merger Sub to or by which any of them or any of perform, their respective properties or assets may be bound or affectedobligations under this Agreement.
(iii) No material consent, approval, order, license, permit or authorization of, or registration, declaration, notice or filing with, any supranational, national, state, municipal Governmental Entity is necessary or local government, any instrumentality, subdivision, court, administrative agency required to be obtained or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required made by or with respect to Conectiv Parent, Merger Sub or any other Subsidiary of Conectiv Parent in connection with the execution and delivery of this Agreement by Conectiv Parent and Merger Sub or the performance and consummation by Conectiv Parent and Merger Sub of the Conectiv Merger and the other transactions contemplated hereby, hereby except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (ED) the DGCL NYBCL with respect to the filing of the Certificates Certificate of Merger, (FE) rules and regulations of the NYSE and the London Stock Exchange plc (the "LSE") and the UK Listing Rules (as defined in 3.2(e)), (F) applicable state public utility Laws, rules --- and regulations promulgated by the NYPSC, and the NHPUC, (G) Section 203 of the Federal Power Act, (H) if required, the Atomic Energy Act, (I) the FCC, (J) notice to the Committee on Foreign Investment (CFIUS) pursuant to the Exon-Florio Act, (K) antitrust or other competition laws of othxx jurisdictions, and (L) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii3.2(b)(iii) of the Conectiv Parent Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (FJ) are hereinafter referred to as the "Necessary Parent Required Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals."
Appears in 1 contract
Samples: Merger Agreement (Keyspan Corp)
Authority; No Violations. (i) Conectiv The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Conectiv, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv VoteCompany. This Agreement has been duly executed and delivered by Conectiv the Company and constitutes a valid and binding agreement of Conectiv, the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally, and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealingprinciples.
(ii) Conectiv is not currently Except as set forth in Section 3.1(d) of the Company Disclosure Schedule and except for, in the case of clause (B) below, the Credit Agreement, the Bonding Agreement and the Indenture, the execution, delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, result in any violation of, or in constitute a default (with or without notice or lapse of time, or both) under, or give rise to the creation of a Lien on any assets (any such conflict, violation, default or creation, a “Violation”) pursuant to: (A) any provision of the certificate Certificate of incorporation Incorporation or by- laws Bylaws or the comparable governing documents of Conectiv any of the Company’s Subsidiaries or (B) except as would not reasonably be expected subject to result obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in a Material Adverse Effect on Conectivparagraph (iii) below, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv the Company or any of its Subsidiaries or their respective properties or assets. The execution and delivery , except for, in the case of this Agreement by Conectiv do notclause (B), and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate of incorporation or by-laws of Conectiv or (D) except as Violations that would not reasonably be expected to result in have a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind to which Conectiv or any of its Subsidiaries is now subject to, a party to or by which any of them or any of their respective properties or assets may be bound or affectedEffect.
(iii) No material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any supranational, nationalfederal, state, municipal or local governmentother governmental body, any instrumentalitydepartment, subdivisioncommission, courtboard, administrative agency bureau, agency, court or commission or other authority instrumentality thereof, domestic or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority foreign (a "“Governmental Entity"Authority”), is required by or with respect to Conectiv the Company or any Subsidiary of Conectiv its Subsidiaries in connection with the execution and delivery of this Agreement by Conectiv the Company or the consummation by Conectiv the Company of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates Certificate of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)
Authority; No Violations. (ia) Conectiv has all requisite Each of Parent and Merger Sub have full corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i)). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action on the part of Conectiv, subject in each of Parent and Merger Sub. Except for the case filing of the consummation Certificate of Merger, no other corporate proceedings on the Conectiv part of Parent or Merger Sub are necessary to the adoption of approve this Agreement by and to consummate the Required Conectiv Votetransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Conectiv Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding agreement obligation of ConectivParent and Merger Sub, enforceable against it Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors generallycreditors’ rights and remedies generally and subject, by as to enforceability, to the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing).
(iib) Conectiv is not currently in violation of, or in default under, (A) any provision of Neither the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do noteach of Parent and Merger Sub, and nor the consummation by Conectiv either Parent or Merger Sub, as the case may be, of the Conectiv Merger and the other transactions contemplated hereby hereby, nor compliance by either Parent or Merger Sub with any of the terms or provisions hereof, will not(i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Parent, or Merger Sub, as the case may be, or (ii) violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to Parent or Merger Sub or any of their respective properties or assets, or (iii) violate, conflict with, result in a breach of any violation ofprovisions of or the loss of any benefit under, or constitute a default (or any event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, amendment, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of a any lien, pledge, security interest, charge or other encumbrance on upon any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate terms, conditions or provisions of incorporation or by-laws of Conectiv or (D) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contractbond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan material agreement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule instrument or regulation of any kind obligation to which Conectiv Parent or any of its Subsidiaries Merger Sub is now subject toa party, a party to or by which any of them they or any of their respective properties or assets may be bound or affected.
(iii) No material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required by or with respect to Conectiv or any Subsidiary of Conectiv in connection with the execution and delivery of this Agreement by Conectiv or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals."
Appears in 1 contract
Samples: Merger Agreement (Perficient Inc)
Authority; No Violations. (i) Conectiv Purchaser has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i)). The execution execution, delivery and delivery performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and shareholder action on the part of Conectiv, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv VotePurchaser. This Agreement has been duly and validly executed and delivered by Conectiv Purchaser and constitutes a valid and binding agreement of ConectivPurchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.
(ii) Conectiv is not currently in violation of, or in default under, (A) any provision of the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv Purchaser do not or will not, as the case may be, and the performance of this Agreement and the consummation by Conectiv Purchaser of the Conectiv Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") Violation pursuant to: (CA) any provision of the certificate of incorporation or by-laws of Conectiv Purchaser or (DB) except as would not reasonably be expected to result not, individually or in the aggregate, have a Material Adverse Effect on ConectivPurchaser, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices declarations and filings referred to in paragraph (iii) below, any loan Contract, Laws or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan Orders applicable to Purchaser or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind to which Conectiv or any of its Subsidiaries is now subject to, a party to or by which any of them or any of their respective properties or assets may be bound or affectedassets.
(iii) No material consent, approval, order, permit order or authorization of, or registration, declaration, notice declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), Entity is required by or with respect to Conectiv or any Subsidiary of Conectiv Purchaser in connection with the execution and delivery of this Agreement by Conectiv Purchaser or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (EB) the DGCL with respect to the filing of the Certificates Agreement of MergerMerger and appropriate documents with the relevant authorities of other states in which the Parent is qualified to do business, (FC) rules and regulations of the NYSE NASDAQ and (GD) the such consents, approvals, orders, permits, authorizations, registrations, declarations, notices declarations and filings set forth in Section 3.1(d)(iii) the failure of the Conectiv Disclosure Schedule. Consentswhich to make or obtain would not, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under individually or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvalsaggregate, have a Material Adverse Effect on Purchaser."
Appears in 1 contract
Authority; No Violations. (ia) Conectiv Each of Parent and Buyer has all the requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i))hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of Conectiv, subject in each of Parent and Buyer and no other authorization or consent from the case board of directors or shareholders of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv VoteParent ot Buyer is necessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by Conectiv each of Parent and constitutes a Buyer and, assuming the due authorization, execution and delivery by the Seller, constitute valid and binding agreement obligations of ConectivParent and Buyer, enforceable against it Buyer in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors generallycreditors’ rights and remedies generally and subject, by as to enforceability, to the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing).
(iib) Conectiv is not currently in violation ofExcept as set forth on Schedule 4.03(b) hereto, or in default under, (A) any provision of neither the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement and the Ancillary Agreements by Conectiv do noteach of Parent and Buyer, and nor the consummation by Conectiv Parent and Buyer of the Conectiv Merger and the other transactions contemplated hereby and thereby, nor compliance by Parent and Buyer with any of the terms or provisions hereof or thereof, will not(i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Parent or Buyer, as the case may be, or (ii) to the knowledge of Parent , violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iii) violate, conflict with, result in a breach of any violation ofprovisions of or the loss of any benefit under, or constitute a default (or any event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, amendment, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of a any lien, pledge, security interest, charge or other encumbrance on upon any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate terms, conditions or provisions of incorporation or by-laws of Conectiv or (D) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contractbond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan material agreement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule instrument or regulation of any kind obligation to which Conectiv Parent or any of its Subsidiaries Buyer is now subject toa party, a party to or by which any of them it or any of their respective properties or assets may be bound or affected.
(iii) No material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required by or with respect to Conectiv or any Subsidiary of Conectiv in connection with the execution and delivery of this Agreement by Conectiv or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under where such violation, conflict or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvalsbreach would not have a Seller Material Adverse Effect."
Appears in 1 contract
Authority; No Violations. (ia) Conectiv The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Company Vote (as defined in Section 3.1(i)3.8). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Conectivthe Company, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Company Vote. This Agreement has been duly executed and delivered by Conectiv the Company and constitutes a valid and binding agreement of Conectiv, the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealingprinciples.
(iib) Conectiv is Except as set forth in Section 3.4(b) of the Company Disclosure Schedule and except as would not currently have a Material Adverse Effect, the execution, delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, result in any violation of, or in constitute a default (with or without notice or lapse of time, or both) under, conflict with or give rise to the creation of a Lien on any assets (Aany such conflict, violation, default or creation, a “Violation”) pursuant to: (i) any provision of the certificate Certificate of incorporation Incorporation or by- laws Bylaws or the comparable governing documents of Conectiv any of the Company’s Subsidiaries or (Bii) except as would not reasonably be expected subject to result obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in a Material Adverse Effect on ConectivSection 3.4(c), any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv the Company or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do not, and the consummation by Conectiv .
(c) Except as set forth in Section 3.4I of the Conectiv Merger Company Disclosure Schedule and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate of incorporation or by-laws of Conectiv or (D) except as would not reasonably be expected to result in have a Material Adverse Effect on ConectivEffect, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind to which Conectiv or any of its Subsidiaries is now subject to, a party to or by which any of them or any of their respective properties or assets may be bound or affected.
(iii) No material no consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any supranational, nationalfederal, state, municipal or local governmentother governmental body, any instrumentalitydepartment, subdivisioncommission, courtboard, administrative agency bureau, agency, court or commission or other authority instrumentally thereof, domestic or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority foreign (a "“Governmental Entity"Authority”), is required by or with respect to Conectiv the Company or any Subsidiary of Conectiv its Subsidiaries in connection with the execution and delivery of this Agreement by Conectiv the Company or the consummation by Conectiv the Company of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (Ai) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (Bii) applicable foreign antitrust laws, (iii) state securities or "“blue sky" ” laws (the "“Blue Sky Laws"”), (Civ) the Securities Exchange Act of 19331934, as amended amended, and the rules and regulations promulgated thereunder (the "Securities “Exchange Act"”), (D) the Exchange Act, (Ev) the DGCL with respect to the filing of the Certificates Certificate of Merger, (F) rules and regulations of the NYSE Merger and (Gvi) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) Securities Act of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals1933."
Appears in 1 contract
Samples: Agreement and Plan of Merger (SFBC International Inc)
Authority; No Violations. (i) Conectiv Each of Parent and Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i))Transactions. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Conectiv, subject in the case each of the consummation of the Conectiv Parent and Merger to the adoption of this Agreement by the Required Conectiv VoteSub. This Agreement has been duly executed and delivered by Conectiv each of Parent and Merger Sub, and, assuming this Agreement constitutes the valid and binding obligation of the Company, constitutes a valid and binding agreement obligation of Conectiv, each of Parent and Merger Sub enforceable against it in accordance with its terms, except subject, as such enforceability may be limited by bankruptcyto enforceability, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealingCreditor’s Rights.
(ii) Conectiv is not currently in violation of, or in default under, (A) any provision of the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do does not, and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby Transactions will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of a lien, pledge, security interest, charge any Encumbrance upon any of the properties or other encumbrance on assets of Parent or any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) its Subsidiaries under any provision of (A) the certificate of incorporation incorporation, articles of incorporation, bylaws or by-laws similar organization documents of Conectiv Parent, Merger Sub or any of their respective Subsidiaries; (DB) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreementContract, note, contract, mortgage, bond, indenture, leasesecurity agreement, benefit plan guarantee, pledge, mortgage, lease or other agreement, obligation, instrumentContract, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation of any kind license to which Conectiv Parent or any of its Subsidiaries is now subject to, a party to or by which Parent or Merger Sub or any of them their respective Subsidiaries or their respective properties or assets are bound; or (C) assuming the Consents referred to in Section 3.2(c) are duly and timely obtained or made, any Law applicable to Parent or any of its Subsidiaries or any of their respective properties or assets may assets, other than, in the case of clauses (B) and (C), any such violations, defaults, acceleration, losses or Encumbrances that would not be bound reasonably likely to have, individually or affectedin the aggregate, a Parent Material Adverse Effect.
(iii) No material consent, approval, order, permit vote or authorization of, consent of the holders of any equity or registration, declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required by or with respect voting interests in Parent that has not been obtained prior to Conectiv or any Subsidiary of Conectiv in connection with the execution and delivery date of this Agreement by Conectiv is necessary to approve this Agreement or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals."
Appears in 1 contract
Authority; No Violations. (i) Conectiv The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Conectiv, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv VoteCompany. This Agreement has been duly executed and delivered by Conectiv the Company and constitutes a valid and binding agreement of Conectiv, the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealingprinciples.
(ii) Conectiv is Except as set forth in the Company Disclosure Schedule or as would not currently reasonably be expected to have a Material Adverse Effect, the execution, delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, result in any violation of, or in constitute a default (with or without notice or lapse of time, or both) under, or require notice pursuant to, or give rise to a right to accelerate, terminate or modify, or give rise to the creation of a Lien on any assets (any such conflict, violation, requirement, default or creation, a “Violation”) pursuant to: (A) any provision of the certificate Certificate of incorporation Incorporation or by- laws Bylaws or the comparable governing documents of Conectiv the Company or any of the Company’s Subsidiaries or (B) except as would not reasonably be expected subject to result obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in a Material Adverse Effect on Conectivparagraph (iii) below, other than the Credit Agreement, the Senior Subordinated Credit Agreement and the Indenture, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv the Company or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do not, and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default .
(with or without notice or lapse of time, or bothiii) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate of incorporation or by-laws of Conectiv or (D) except Except as would not reasonably be expected to result in have a Material Adverse Effect on ConectivEffect, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind to which Conectiv or any of its Subsidiaries is now subject to, a party to or by which any of them or any of their respective properties or assets may be bound or affected.
(iii) No material no consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any supranational, nationalfederal, state, municipal or local governmentother governmental body, any instrumentalitydepartment, subdivisioncommission, courtboard, administrative agency bureau, agency, court or commission or other authority instrumentality thereof, domestic or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority foreign (a "“Governmental Entity"Authority”), is required by or with respect to Conectiv the Company or any Subsidiary of Conectiv its Subsidiaries in connection with the execution and delivery of this Agreement by Conectiv the Company or the consummation by Conectiv the Company of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"), ”) and (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates Certificate of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals."
Appears in 1 contract
Samples: Merger Agreement (Airxcel Inc)
Authority; No Violations. (i) Conectiv Aquarion has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Aquarion Vote (as defined in Section 3.1(i3.1(p)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of ConectivAquarion, subject and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Conectiv Merger to Merger, the adoption of this Agreement by the Required Conectiv Aquarion Vote). This Agreement has been duly and validly executed and delivered by Conectiv Aquarion and constitutes a valid and binding agreement of ConectivAquarion, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.
(ii) Conectiv is not currently in violation of, or in default under, (A) any provision of the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv Aquarion do not or will not, as the case may be, and the consummation by Conectiv performance of the Conectiv Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance an Encumbrance on any assets of Aquarion or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (CA) any provision of the certificate of incorporation or by-laws of Conectiv Aquarion or any Subsidiary of Aquarion or (DB) except as would not reasonably be expected to result not, individually or in the aggregate, have a Material Adverse Effect on ConectivAquarion, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, licenseor license (collectively, judgment"Contracts"), order, decree, or any statute, law, ordinance, rule rule, regulation, whether federal, state, local or regulation of any kind to which Conectiv foreign (collectively, "Laws"), or any of its Subsidiaries is now subject tojudgment, a party order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to or by which any of them Aquarion or any Subsidiary of Aquarion or their respective properties or assets may be bound or affectedassets.
(iii) No material consent, approval, order, permit order or authorization of, or registration, declaration, notice declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- quasi governmental authority (a "Governmental Entity"), is required by or with respect to Conectiv Aquarion or any Subsidiary of Conectiv Aquarion in connection with the execution and delivery of this Agreement by Conectiv Aquarion or the performance of this Agreement and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxx Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), (D) the Exchange Act, (EC) the DGCL with respect to the filing of the Certificates Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the NYSE "NYSE"), and (G) the such consents, approvals, orders, permitsOrders, authorizations, registrations, declarations, notices declarations and filings set forth the failure of which to make or obtain would not, individually or in Section 3.1(d)(iii) of the Conectiv Disclosure Scheduleaggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, orders, permitsOrders, authorizations, registrations, declarations, notices declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary ApprovalsAquarion Required Consents." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and those required under having such waiting periods expire as are necessary to avoid a violation of Law or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvalsan Order."
Appears in 1 contract
Samples: Merger Agreement (Aquarion Co)
Authority; No Violations. (i) Conectiv LFC has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption approval of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i))LFC Vote. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ConectivLFC and no other corporate action or other corporate proceedings on the part of LFC is necessary to authorize this Agreement or the transactions hereby contemplated, subject in the case of the consummation of the Conectiv Merger to the adoption approval of this Agreement by the Required Conectiv LFC Vote. This Agreement has been duly executed and delivered by Conectiv LFC and constitutes a valid and binding agreement of ConectivLFC, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. Based on the representation and warranty of IBC contained in Section 4.2(h) of this Agreement, no “moratorium”, “control share”, “fair price” or other antitakeover laws and regulations of any state, including, without limitation, the provisions of Section 203 of the DGCL, are applicable to the Merger or other transactions contemplated by this Agreement.
(ii) Conectiv is not currently in violation ofThe execution, or in default under, (A) any provision of the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution delivery and delivery performance of this Agreement by Conectiv do LFC does not and will not, as the case may be, and the consummation by Conectiv of the Conectiv Merger by LFC and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "“Violation"”) pursuant to: (CA) any provision of the certificate of incorporation or by-laws of Conectiv LFC or any LFC Subsidiary or (DB) except as would not reasonably be expected to result in a Material Adverse Effect on ConectivLFC or as set forth in Section 4.1(h) of the LFC Disclosure Schedule, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind applicable to which Conectiv LFC or any of its Subsidiaries is now subject to, a party to LFC Subsidiary or by which any of them or any of their respective properties or assets may be bound or affectedassets.
(iii) No material consent, approval, order, permit order or authorization of, or registration, declaration, notice declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "“Governmental Entity"”), is required by or with respect to Conectiv LFC or any LFC Subsidiary of Conectiv in connection with the execution execution, delivery and delivery performance of this Agreement by Conectiv LFC or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated herebySubsidiary Mergers, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR BHC Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates Certificate of Merger, (C) laws, rules, regulations, practices and orders of any applicable federal or state banking departments or of any federal or state regulatory body having jurisdiction over banking matters, (D) the SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of the Shares and the issuance of IBC Common Stock in the Merger, (E) antitrust or other competition laws of other jurisdictions, (F) rules such consents and regulations approvals specified in Section 4.1(h) of the NYSE LFC Disclosure Schedule and (G) the such consents, approvals, orders, permits, authorizations, registrations, declarations, notices declarations and filings set forth the failure of which to make or obtain would not reasonably be expected to result in Section 3.1(d)(iii) of the Conectiv Disclosure Schedulea Material Adverse Effect on LFC. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices declarations and filings required under or in relation to any of the foregoing clauses (A), (B), (C), (D), (E) through and (F) above are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv the “LFC Required Statutory ApprovalsConsents."”
Appears in 1 contract
Authority; No Violations. (ia) Conectiv has all Each of Parent and Buyer have the requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i))hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of Conectiv, subject in each of Parent and Buyer and no other authorization or consent from the case board of the consummation directors or shareholders of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv VoteBuyer or Parent is necessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by Conectiv Parent and constitutes a Buyer and, assuming the due authorization, execution and delivery by the Seller, constitute valid and binding agreement obligations of ConectivParent and Buyer, enforceable against it Parent and Buyer in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors generallycreditors’ rights and remedies generally and subject, by as to enforceability, to the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing).
(iib) Conectiv is not currently in violation ofExcept as set forth on Schedule 4.03(b) hereto, or in default under, (A) any provision of neither the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement and the Ancillary Agreements by Conectiv do noteach of Parent and Buyer, and nor the consummation by Conectiv either Parent or Buyer, as the case may be, of the Conectiv Merger and the other transactions contemplated hereby and thereby, nor compliance by either Parent or Buyer with any of the terms or provisions hereof or thereof, will not(i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Parent, or Buyer, as the case may be, or (ii) to the knowledge of Parent and Buyer, violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iii) violate, conflict with, result in a breach of any violation ofprovisions of or the loss of any benefit under, or constitute a default (or any event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, amendment, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of a any lien, pledge, security interest, charge or other encumbrance on upon any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate terms, conditions or provisions of incorporation or by-laws of Conectiv or (D) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contractbond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan material agreement or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule instrument or regulation of any kind obligation to which Conectiv Parent or any of its Subsidiaries Buyer is now subject toa party, a party to or by which any of them they or any of their respective properties or assets may be bound or affected.
(iii) No material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required by or with respect to Conectiv or any Subsidiary of Conectiv in connection with the execution and delivery of this Agreement by Conectiv or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under where such violation, conflict or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvalsbreach would not have a Parent Material Adverse Effect."
Appears in 1 contract
Authority; No Violations. (ia) Conectiv Each Purchaser Party has all requisite corporate or limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in to the case filing and acceptance of the consummation Articles of Merger and the Partnership Certificate of Merger. Each of the Conectiv board of directors of NCIC Merger to Sub, ES and DH, as sole stockholders of NCIC Merger Sub, and ES and DH, as the adoption sole unitholders of this Agreement by Partnership Merger Sub, have approved the Required Conectiv Vote (as defined in Section 3.1(i)). The execution and delivery of this Agreement and the consummation transactions contemplated by this Agreement, including the Mergers. No other approval of any equity holder or governing body of any Purchaser Party is required to approve or adopt this Agreement or the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Conectiv, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote. Agreement.
(b) This Agreement has been duly executed and delivered by Conectiv each Purchaser Party and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding agreement obligation of Conectiveach Purchaser Party, enforceable against it each Purchaser Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws other Laws of general applicability relating to or affecting creditors generally, creditors' rights and by general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing).
(iic) Conectiv is not currently in violation of, or in default under, (A) any provision of the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do the Purchaser Parties does not, and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation obligation, or the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of any Purchaser Party or any of their Subsidiaries under, require the consent or approval of any third party, or otherwise result in a liendetriment or default to any Purchaser Party or any of their Subsidiaries under, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of (i) the certificate charter or organizational documents of incorporation any Purchaser Party or by-laws any of Conectiv or their Subsidiaries, (Dii) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, agreement or note, contractor any bond, mortgage, bond, indenture, lease, benefit plan contract or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation of license applicable to any kind to which Conectiv Purchaser Party or any of its their Subsidiaries, or to which their respective properties or assets are bound, or any guarantee by any Purchaser Party or any of their Subsidiaries is now subject toof any of the foregoing, a party (iii) any joint venture or other ownership arrangement, or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 4.3 are duly and timely obtained or made, any Law or Order applicable to or by which binding upon any Purchaser Party or any of them their Subsidiaries, or any of their respective properties or assets may be bound or affected.
(iii) No material consentassets, approvalother than, order, permit or authorization of, or registration, declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required by or with respect to Conectiv or any Subsidiary in the case of Conectiv in connection with the execution and delivery of this Agreement by Conectiv or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under matters, any such conflicts, violations, defaults, rights, Liens or detriments that, individually or in relation the aggregate, would not materially impair or delay the ability of any Purchaser Party to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvalsperform its obligations hereunder or prevent the consummation by any of them of any of the transactions contemplated hereby."
Appears in 1 contract
Samples: Merger Agreement (Northstar Capital Investment Corp /Md/)
Authority; No Violations. (i) Conectiv Each Seller has all requisite corporate power and authority to enter into execute and deliver this Agreement and each Seller Deliverable, and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of Transactions and perform its obligations under this Agreement by and the Required Conectiv Vote (as defined in Section 3.1(i))Seller Deliverables to which it is a party. The execution and delivery of this Agreement by each Seller, any Seller Deliverable to which it is a party, and the consummation by each Seller of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Conectiv, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Voteaction. This Agreement has and each Seller Deliverable to which each Seller is a party have been or will be duly executed and delivered by Conectiv such Seller, and, assuming this Agreement constitutes the valid and binding obligation of Buyer, constitutes a valid and binding agreement obligation of Conectivsuch Seller, enforceable against it in accordance with its terms, except subject, as such enforceability may be limited by to enforceability, to bankruptcy, insolvency, reorganization, moratorium and similar other laws of general applicability relating to or affecting creditors generallycreditors’ rights and to general principles of equity, by general equity principles (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law) or by an implied covenant of good faith and fair dealingequity.
(ii) Conectiv is not currently in violation ofExcept as set forth on Schedule 3.1(k), or in default under, (A) any provision of the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do and each Seller Deliverable to which it is a party does not and will not, and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby Transactions will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit under, or result in (or give rise to) the creation of a lien, pledge, security interest, charge any Encumbrance (other than Permitted Encumbrances) or other encumbrance on any assets (any such conflict, violation, default, right rights of termination, amendmentcancellation, cancellation first offer or accelerationfirst refusal, loss or creationin each case, a "Violation") pursuant to: (C) with respect to any of the Properties under any provision of (A) the certificate organizational documents of incorporation any Seller or by-laws any of Conectiv its Subsidiaries; (B) any Applicable Contract or (D) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreementcontract, note, contract, mortgage, bond, indenture, leasesecurity agreement, benefit plan guarantee, pledge, mortgage, lease or other contract or agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation of any kind license to which Conectiv any Seller or any of its Subsidiaries is now subject to, a party to or by which any of them Seller or any of their respective properties its Subsidiaries or assets may be the Properties are bound or affected(C) subject to compliance with any filing required under the HSR Act, any Law applicable to any Seller or any of its Subsidiaries or any of its or the Properties.
(iii) No material consent, approval, order, permit vote or authorization of, consent of the holders of the equity interests of any Seller that has not been taken or registration, declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), obtained is required by or with respect necessary to Conectiv or any Subsidiary of Conectiv in connection with the execution and delivery of approve this Agreement by Conectiv or the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory ApprovalsTransactions."
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (PDC Energy, Inc.)
Authority; No Violations. (i) Conectiv The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and and, subject to the Company Stockholder Approval, to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Conectiv Vote (as defined in Section 3.1(i))Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Conectivthe Company, subject in the case of subject, with respect to the consummation of the Conectiv Merger Transactions, to the adoption of this Agreement by the Required Conectiv VoteCompany Stockholder Approval. This Agreement has been duly executed and delivered by Conectiv the Company and, assuming this Agreement constitutes the valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding agreement obligation of Conectiv, the Company enforceable against it in accordance with its terms, except subject, as such enforceability may be limited by to enforceability, to bankruptcy, insolvency, reorganization, moratorium and similar other laws of general applicability relating to or affecting creditors generallycreditors’ rights and to general principles of equity, by general equity principles (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at lawlaw (collectively, “Creditor’s Rights”). The Company Board has (i) or by an implied covenant resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Board Recommendation”), (ii) determined that this Agreement and the Merger are in the best interests of good faith the Company’s stockholders, (iii) approved this Agreement and fair dealingthe Merger, and (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company to be held in connection with the Merger to consider the adoption of this Agreement (the “Company Stockholders Meeting”).
(ii) Conectiv is not currently in violation of, or in default under, (A) any provision of the certificate of incorporation or by- laws of Conectiv or (B) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Conectiv or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Conectiv do does not, and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby Transactions will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit underunder (or right of the Company or any of its Subsidiaries to own or use any assets or properties required for the conduct of their respective businesses), or result in (or give rise to) the creation of a lien, pledge, security interest, charge any Encumbrance or other encumbrance on any assets (any such conflict, violation, default, right rights of termination, amendmentcancellation, cancellation first offer or accelerationfirst refusal, loss in each case, with respect to any of the properties or creationassets of the Company or any of its Subsidiaries under, a "Violation") pursuant to: (C) any provision of (A) the certificate Company Certificate of incorporation Incorporation, the Company Bylaws or by-laws any comparable organizational documents of Conectiv any of the Company or any of its Subsidiaries; (DB) except as would not reasonably be expected to result in a Material Adverse Effect on Conectiv, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreementContract, note, contract, mortgage, bond, indenture, leasesecurity agreement, benefit plan guarantee, pledge, mortgage, lease or other agreement, obligation, instrumentContract, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation of any kind license to which Conectiv the Company or any of its Subsidiaries is now subject to, a party to or by which the Company or any of them its Subsidiaries or their respective properties or assets are bound, including any documents pertaining to the Revolving Credit Facility or any promissory note issued thereunder; or (C) assuming the Consents referred to in Section 3.1(d) are duly and timely obtained or made and the Company Stockholder Approval has been obtained, any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets may assets, other than, in the case of clauses (B) and (C), any such violations, defaults, acceleration, losses, or Encumbrances that are set forth on Schedule 3.1(c)(ii) of the Company Disclosure Schedule or that would not be bound reasonably likely to have, individually or affectedin the aggregate, a Company Material Adverse Effect.
(iii) No material consent, approval, order, permit The affirmative vote (in person or authorization of, or registration, declaration, notice or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasiby proxy) of the holders of at least two-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi- governmental authority (a "Governmental Entity"), is required by or with respect thirds of the outstanding shares of Company Common Stock entitled to Conectiv or any Subsidiary of Conectiv vote thereon in connection accordance with the execution DGCL, the Company Certificate of Incorporation and delivery Company Bylaws (the “Company Stockholder Approval”) is the only vote of the holders of Company Capital Stock necessary to approve and adopt this Agreement by Conectiv or and the consummation by Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities Act"), (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificates of Merger, (F) rules and regulations of the NYSE and (G) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory ApprovalsTransactions."
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