Authorization; Non-Contravention. The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment by the Company nor the performance of its obligations contemplated hereby will: (a) conflict with, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document of the Company or to the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound; (b) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or (c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the System.
Appears in 3 contracts
Samples: Franchise Agreement, Franchise Agreement, Franchise Agreement
Authorization; Non-Contravention. The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitutea) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company Assignor has obtained the requisite power and authority and has taken all limited liability company action necessary to authorize, execute and deliver this Amendment Agreement and all other instruments and agreements to be delivered by Assignor as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and no thereby. The execution, delivery and performance by Assignor of this Agreement and all other proceedings instruments and agreements to be delivered by Assignor as contemplated hereby, the consummation by Assignor of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at Closing will be, duly authorized and approved. This Agreement and all other instruments and agreements to be executed and delivered by Assignor as contemplated hereby and thereby will be, duly executed and delivered by Assignor. This Agreement constitutes a valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other actions are necessary on similar Applicable Laws affecting the part enforcement of the Company creditors’ rights generally and to authorize the general equitable principles.
(b) The execution and delivery of this Amendment Agreement and all other instruments and agreements to be delivered by Assignor as contemplated hereby do not, and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Company represents hereby and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 thereby will not (i) conflict with any of the Agreementprovisions of the certificate of formation or limited liability company agreement of Assignor, remain binding and in effect for (ii) create any Lien upon any of the Term and any additional period set forth in the Agreement. Neither the execution and delivery properties or assets of this Amendment by the Company nor the performance Assignor, (iii) with or without notice, lapse of its obligations contemplated hereby will:
time (a) or both), conflict with, with or result in a material breach of of, or constitute a material default under (under, or with notice or lapse of time or both result in a material breach the acceleration of any obligation or constitute a material default loss of any benefits under) (i) any governing document of the Company or to the Company’s knowledge, any agreement among the owners of the Company, contract or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment other instrument to which the Company Assignor is a party or by which it (or any of its properties or assets) is subject or assets are bound;
(b) result in the creation of, or give (iv) contravene any party the right Law or any Judgment applicable to create, Assignor or by which any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, its properties or financial condition of the Company or the Systemassets are bound.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement, Assignment and Assumption Agreement (Sequential Brands Group, Inc.)
Authorization; Non-Contravention. (a) This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms. Each of the other instruments and agreements contemplated hereby to which Seller is a party (assuming due authorization, execution and delivery by each other party thereto) constitutes a valid and binding obligation of Seller, enforceable in accordance with its respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment Agreement and all the other agreements, if any, entered into in connection with the transactions agreements contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly be executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment Seller and the consummation of the transactions contemplated hereby. For the avoidance hereby and thereby do not and shall not (i) conflict with or result in any breach of doubt, the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 any of the Agreementprovisions of, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment by the Company nor the performance of its obligations contemplated hereby will:
(aii) conflict withconstitute a default under, (iii) result in a material breach of or constitute a material default under violation of, (or with notice or lapse of time or both result in a material breach of or constitute a material default underiv) (i) give any governing document of third party the Company right to terminate or to the Company’s knowledgeaccelerate any obligation under, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(bv) result in the creation ofof any Encumbrance of any kind upon the Company or any Subsidiary’s assets pursuant to, or give (vi) require any party authorization, consent, approval, exemption or other action by or notice to or filing with any Governmental Authority pursuant to, in the right to createcase of each of the foregoing (i) through (vi), the Company or any Subsidiary’s Governing Documents, any material lienContract to which Seller or any Subsidiary is a party, charge, encumbrance, any Material Contract or security interest upon the property and assets Permit of the Company, except permitted encumbrances under Section 11.5 any Subsidiary, Seller or of the 2015 Agreement; orBusiness, or any Law to which the Company, any Subsidiary, or Seller is subject.
(c) terminateNeither the Company, breach any Subsidiary, nor Seller is a party to or cause bound by any written or oral agreement or understanding with respect to a default under any provision or term of any contractBusiness Transaction other than this Agreement, arrangement, agreement, license or commitment to which and the Company and Seller has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding any Business Transactions.
(d) The Company Board has (A) made the Company Recommendation, (B) directed that this Agreement and the transactions contemplated hereunder be submitted to the Seller’s stockholders for their approval and adoption (x) at a stockholders’ meeting duly called and held for such purpose or (y) pursuant to a written consent and (C) made a determination that the consideration to be received by the Seller in connection with the transactions contemplated under this Agreement is fair from a partyfinancial point of view to such holders, except and such opinion has not been modified, revoked or withdrawn.
(e) Holders representing the majority of the Seller’s common stock have voted in favor of and have approved this Agreement and the transactions contemplated hereby for all purposes under the Seller’s Governing Documents and under the Nevada Act, including without limitation for purposes of Section 78.565 of the Nevada Act. Such Seller Stockholder Approval has not been modified, revoked, or withdrawn. This Agreement and the transactions contemplated hereby do not afford any event specified herein stockholder of the Seller with the right to receive notice of, demand, or exercise appraisal or similar rights, including as provided under Section 92A.380 of the Nevada Statute. No restrictions contained in any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (aeach, a “Takeover Statute”) or (b) above, which individually or any anti-takeover provision in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or Seller’s respective Governing Documents is applicable to the Systemexecution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereunder.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Banner Energy Services Corp.), Stock Purchase and Sale Agreement (Ecoark Holdings, Inc.)
Authorization; Non-Contravention. The Company represents (a) This Agreement has been duly executed and warrants delivered by Seller and constitutes a valid and binding obligation of Seller enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to the City which Seller is a party, when executed and covenants and agrees that the executiondelivered by Seller, delivery and performance of this Amendment and all other agreements, if any, entered into in connection accordance with the transactions contemplated hereby have been dulyterms hereof and thereof, legally shall each constitute a valid and validly authorized binding obligation of Seller, enforceable in accordance with its respective terms. The assignments, endorsements, stock powers and other instruments of transfer delivered by Seller to Buyer at the Closing will be sufficient to transfer Seller’s entire interest, legal and beneficial, in the Shares. Seller has full power and authority to convey good and marketable title to all necessary action on the part of the Company Shares, and upon transfer to Buyer of the certified copies certificates representing such Shares, Buyer will receive good and marketable title to such Shares, free and clear of authorizations for all Liens.
(b) Except as set forth on Schedule 3.3(b) attached hereto, the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment Agreement and all of the other agreements, if any, entered into in connection agreements and instruments contemplated hereby to which Seller is a party and the fulfillment of and compliance with the transactions contemplated hereby have been duly executed respective terms hereof and delivered by the Company thereof do not and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment by the Company nor the performance of its obligations contemplated hereby will:
shall not (a) conflict with, with or result in a material breach of the terms, conditions or provisions of, (b) constitute a material default under (whether with or with without the passage of time, the giving of notice or lapse of time or both result in a material breach of or constitute a material default under) both), (i) any governing document of the Company or to the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(bc) result in the creation ofof any Lien upon either Company’s or any of their respective Subsidiaries’ Equity Interests or assets pursuant to, or (d) give any third party the right to createmodify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any material lienthird party or any court or administrative or governmental body or agency pursuant to either Company’s or any of their respective Subsidiaries’ charter documents, charge, encumbrancebylaws or other constituent documents, or security interest upon the property and assets any law, statute, rule or regulation to which either Company or any of the their respective Subsidiaries or Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which either Company, except permitted encumbrances under Section 11.5 any of the 2015 Agreement; or
(c) terminate, breach their respective Subsidiaries or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company Seller is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the Systemsubject.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maxum Petroleum Holdings, Inc.)
Authorization; Non-Contravention. (a) The execution, delivery and performance of this Agreement and the other Transaction Agreements by such Company Entity and the consummation by such Company Entity of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of such Company Entity are necessary to authorize such agreements or to consummate the Transactions (other than, with respect to the filing of the Amended Charter, the Company Stockholder Approval, and with respect to the Debenture Exchange, the Company Stockholder Approval and the filing of the Amended Charter pursuant to the DGCL). This Agreement has been duly and validly executed and delivered by such Company Entity and, assuming the due authorization, execution and delivery by the Participating Holders, constitutes a legal, valid and binding obligation of such Company Entity, enforceable against such Company Entity in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other Laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles.
(b) The Company represents Board, at a meeting duly called and warrants held on or prior to the City date hereof, adopted resolutions approving and covenants declaring advisable this Agreement, the Amended Charter and agrees that the Transactions (such approval and declaration having been made in accordance with the DGCL) and resolving to make the Company Board Recommendation.
(c) Except as set forth on Schedule 3.02(c), the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company Agreement and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreementsTransaction Agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment and the consummation of the transactions contemplated hereby. For Transactions and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Entities do not and shall not (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien upon, or the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in, any Equity Securities of any Company Entity or any of the Company Entities’ assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under, or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, the Organizational Documents of any of the Company Entities, any Law to which any Company Entity is subject, or any contract to which any Company Entity is a party or bound (including, for the avoidance of doubt, the Company represents and warrants Credit Agreement after giving effect to the City Transactions), except where such violations, conflicts, breaches or defaults, other than with respect to the Organizational Documents of any of the Company Entities or applicable Laws, has not been and covenants would not reasonably be expected to be material to 107514262.13 Company and agrees that all documents and items required its Subsidiaries, taken as a whole, or to affect the Company’s ability to consummate the Transactions in any material respect.
(d) Except for the filing of the Amended Charter pursuant to the DGCL and the filing of a Notice of Exempt Offering on Form D with the Securities and Exchange Commission (the “SEC”) with respect to the issuance of the Consideration Shares and the notices described in Sections 5.01(a)(iii) and (iv), no authorization, consent, approval, exemption or other action by, notice to or filing with any Governmental Entity is required in connection with the execution, delivery and performance of this Agreement, including without limitation those set forth in Section 2.2 the consummation of the Agreement, remain binding Transactions and in effect for the Term fulfillment of and any additional period set forth in compliance with the Agreement. Neither the execution respective terms hereof and delivery of this Amendment by the Company nor the performance of its obligations contemplated hereby will:thereof.
(ae) conflict withExcept as expressly provided by this Agreement and the Transaction Agreements, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document none of the Company Entities are a party to any restructuring or similar agreements or arrangements with the other parties to the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process this Agreement or any commitment other Person that have not been disclosed to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(b) result in the creation of, or give any party the right all parties to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 this Agreement; or
(c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the System.
Appears in 1 contract
Authorization; Non-Contravention. The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment Agreement and all other agreements, if any, agreements entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the Company has furnished the District with a certified copies copy of authorizations for the resolutions of the board of directors or managing member(s), as the case may be, of the Company, authorizing the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correctAgreement. This Amendment Agreement and all other agreements, if any, agreements entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms, subject to the qualifications that the availability of the remedy of specific enforcement, of injunctive relief or of other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought, and that the enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization and similar laws of general application affecting the rights and remedies of creditors and secured parties, provided that nothing in the foregoing qualifications is intended to diminish or affect the rights and remedies of the District under this Agreement at law or in equity. The Company has obtained the requisite authority to approve, authorize, execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and the Company warrants that no other proceedings proceeding or other actions are action is necessary on the part of the Company to approve and authorize the execution and delivery of this Amendment Agreement and the consummation of the transactions contemplated hereby. For the avoidance of doubtThe Company has not made any representations, the Company represents and warrants warranties or agreements inconsistent with or with respect to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 subject matter of the Agreement, remain binding and in effect for the Term and any additional period set forth in the this Agreement. Neither the execution and delivery of this Amendment Agreement by the Company nor the performance of its obligations contemplated hereby will:
(ai) conflict with, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (ia) any governing document of the Company or or, to the Company’s knowledge, any shareholders’ agreement or other similar agreement among the security holders or other owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(b) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the System.
Appears in 1 contract
Samples: Franchise Agreement
Authorization; Non-Contravention. The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment Agreement and all other agreements, if any, entered into in connection with the transactions transaction contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the Company has furnished the City with a certified copies copy of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correctAgreement. This Amendment Agreement and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery by the Company and the City will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained obtained, or is in the process of obtaining, the requisite authority to authorize, execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment Agreement and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment Agreement by the Company nor the performance of its obligations contemplated hereby will:
(a) conflict with, result in a material materiel breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document of the Company or to the Company’s 's knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(b) result in the creation of, or give any party part the right to create, any material lien, charge, encumbrance, encumbrance or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach modify or cause a default under accelerate, or give any third party the right to terminate, modify or accelerate, any provision or term of any contract, arrangement, agreement, license agreement or commitment to which the Company is a partycommitments, except for any event specified herein or in (a) or (b) above, above which individually or in the aggregate would not have a material and adverse effect on the business, properties or financial condition of the Company or the System.
Appears in 1 contract
Authorization; Non-Contravention. (a) The execution, delivery and performance of this Agreement and the other Transaction Agreements by such Company Entity and the consummation by such Company Entity of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of such Company Entity are necessary to authorize such agreements or to consummate the Transactions (other than, with respect to the filing of the Amended Charter, the Company Stockholder Approval, and with respect to the Debenture Exchange, the Company Stockholder Approval and the filing of the Amended Charter pursuant to the DGCL). This Agreement has been duly and validly executed and delivered by such Company Entity and, assuming the due authorization, execution and delivery by the Participating Holders, constitutes a legal, valid and binding obligation of such Company Entity, enforceable against such Company Entity in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other Laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles.
(b) The Company represents Board, at a meeting duly called and warrants held on or prior to the City date hereof, adopted resolutions approving and covenants declaring advisable this Agreement, the Amended Charter and agrees that the Transactions (such approval and declaration having been made in accordance with the DGCL) and resolving to make the Company Board Recommendation.
(c) Except as set forth on Schedule 3.02(c), the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company Agreement and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreementsTransaction Agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment and the consummation of the transactions contemplated hereby. For Transactions and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Entities do not and shall not (i) conflict with or result in a breach or violation of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien upon, or the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in, any Equity Securities of any Company Entity or any of the Company Entities’ assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation under, or (v) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, the Organizational Documents of any of the Company Entities, any Law to which any Company Entity is subject, or any contract to which any Company Entity is a party or bound (including, for the avoidance of doubt, the Company represents and warrants Credit Agreement after giving effect to the City Transactions), except where such violations, conflicts, breaches or defaults, other than with respect to the Organizational Documents of any of the Company Entities or applicable Laws, has not been and covenants would not reasonably be expected to be material to Company and agrees that all documents and items required its Subsidiaries, taken as a whole, or to affect the Company’s ability to consummate the Transactions in any material respect.
(d) Except for the filing of the Amended Charter pursuant to the DGCL and the filing of a Notice of Exempt Offering on Form D with the Securities and Exchange Commission (the “SEC”) with respect to the issuance of the Consideration Shares and the notices described in Sections 5.01(a)(iii) and (iv), no authorization, consent, approval, exemption or other action by, notice to or filing with any Governmental Entity is required in connection with the execution, delivery and performance of this Agreement, including without limitation those set forth in Section 2.2 the consummation of the Agreement, remain binding Transactions and in effect for the Term fulfillment of and any additional period set forth in compliance with the Agreement. Neither the execution respective terms hereof and delivery of this Amendment by the Company nor the performance of its obligations contemplated hereby will:thereof.
(ae) conflict withExcept as expressly provided by this Agreement and the Transaction Agreements, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document none of the Company Entities are a party to any restructuring or similar agreements or arrangements with the other parties to the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process this Agreement or any commitment other Person that have not been disclosed to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(b) result in the creation of, or give any party the right all parties to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 this Agreement; or
(c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the System.
Appears in 1 contract
Authorization; Non-Contravention. (a) IHI has the requisite corporate power and authority to enter into this Agreement. The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby Agreement have been duly, legally and validly authorized approved by all necessary action the board of directors of IHI. No additional corporate proceedings on the part of the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions IHI are necessary on the part of the Company to authorize the execution and delivery of this Amendment Agreement and the consummation by IHI of the transactions contemplated hereby. For This Agreement has been duly and validly executed and delivered by IHI, and, assuming the avoidance due authorization, execution and delivery hereof by the Purchasers, constitutes a valid and binding agreement of doubt, the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the IHI.
(b) The execution and delivery of this Amendment Agreement by IHI does not, and the Company nor consummation by IHI of the performance of its obligations transactions contemplated hereby will:
(a) conflict withwill not, violate or result in a material breach of any provision of, or constitute a material default under (or an event which, with notice or lapse of time or both both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a material breach right of termination or constitute a material default acceleration under) , or result in the creation of an Encumbrance upon any of the properties or assets of the IHI or the Company Shares under any of the terms, conditions or provisions of, (i) any governing document the Articles of the Company Incorporation or to the Company’s knowledgeBy-laws of IHI, any agreement among the owners of the Company, or (ii) any statute, law, ordinance, rule, regulation, agreement, judgment, decree, order, injunction, writ, permit or license of any court or administrative order or process or any commitment governmental authority applicable to which the Company is a party or by which it (IHI or any of its properties or assets) is subject assets or bound;
(b) result in the creation ofCompany Shares, or give any party the right to create(iii) except for IHI's existing credit facilities with Comerica Bank-Texas and EnSerCo, any material lienagreement, chargenote, encumbrancebond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or security interest upon the property and assets of the Companyother instrument, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach obligation or cause a default under any provision or term agreement of any contract, arrangement, agreement, license or commitment kind to which IHI is now a party or by which the IHI or any of its properties or assets (including the Company is a partyShares) may be bound or affected, except for any event specified herein or in (a) or (b) above, the result of which individually or in the aggregate would not will have a material adverse effect on upon the businessfinancial condition, properties results of operations or financial condition business of the Company or the SystemIHI.
Appears in 1 contract
Authorization; Non-Contravention. The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company (a) Each Purchaser and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company Joint Obligor has obtained the requisite corporate power and authority and has taken all corporate or other action necessary to authorize, execute and deliver this Amendment Agreement, and all other instruments and agreements to be delivered by each Purchaser and the Joint Obligor as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the thereby.
(b) The execution and delivery of this Amendment Agreement and all other instruments and agreements to be delivered by Purchasers and the Joint Obligor as contemplated hereby do not, and the consummation of the transactions contemplated hereby. For hereby and thereby will not (i) conflict with any of the avoidance provisions of doubtthe articles of incorporation, by-laws, trust agreement or equivalent charter documents of each Purchaser and the Company represents and warrants Joint Obligor, as amended to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery date of this Amendment by the Company nor the performance of its obligations contemplated hereby will:
Agreement; (aii) conflict with, with or result in a material breach of of, or constitute a material default under (under, or with notice or lapse of time or both result in a material breach the acceleration of any obligation or constitute a material default loss of any benefits under) (i) any governing document of the Company or to the Company’s knowledge, any agreement among the owners of the CompanyContract, Permit or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment other instrument to which any Purchaser or the Company Joint Obligor is a party or by which it (any Purchaser or the Joint Obligor or any of its respective properties or assetsassets is bound; or (iii) is be subject or bound;
(b) result in to the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets approval of the Company, except permitted encumbrances under Section 11.5 board of directors of the 2015 Agreement; orPurchasers or the Joint Obligor, contravene any Law or any Order applicable to Purchasers or the Joint Obligor or by which any of their properties or assets are bound.
(c) terminateEach Purchaser and the Joint Obligor has the requisite power and authority and has taken all action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Purchaser and Joint Obligor as contemplated hereby and thereby, breach or cause a default under any provision or term to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by such Purchaser and Joint Obligor of any contractthis Agreement and all other instruments and agreements to be delivered by such Purchaser and Joint Obligor as contemplated hereby and thereby, arrangementthe consummation by such Purchaser and Joint Obligor of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, agreementin the case of documents required to be delivered at Closing, license or commitment will be, duly authorized and approved. This Agreement and all other instruments and agreements to which the Company is a partybe executed and delivered by such Purchaser and Joint Obligor as contemplated hereby and thereby will be, duly executed and delivered by such Purchaser and Joint Obligor. Assuming that all other instruments and agreements to be delivered by such Purchaser and Joint Obligor as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Purchaser and Joint Obligor enforceable against such Purchaser and Joint Obligor in accordance with their terms, except for any event specified herein as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or in (a) or (b) above, which individually or in other similar Laws affecting the aggregate would not have a material adverse effect on the business, properties or financial condition enforcement of the Company or the Systemcreditors’ rights generally.
Appears in 1 contract
Samples: Stock Purchase Agreement (Live Nation Entertainment, Inc.)
Authorization; Non-Contravention. The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment Agreement and all other agreements, if any, agreements entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the Guarantor(s), and the Company has furnished the District with a certified copies copy of authorizations for the resolutions of the Board of Directors of Comcast Cablevision of the South, Inc., the sole member of the Company, authorizing the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correctAgreement. This Amendment Agreement and all other agreements, if any, agreements entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and the Guarantor(s) and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the CompanyCompany and the Guarantor(s), and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms, subject to the qualifications that the availability of the remedy of specific enforcement, of injunctive relief or of other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought, and that the enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization and similar laws of general application affecting the rights and remedies of creditors and secured parties, provided that nothing in the foregoing qualifications is intended to diminish or affect the rights and remedies of the District under this Agreement at law or in equity. The Company has and the Guarantor(s), as applicable, have obtained the requisite authority to approve, authorize, execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and no other proceedings proceeding or other actions are action is necessary on the part of the Company to approve and authorize the execution and delivery of this Amendment Agreement and the consummation of the transactions contemplated hereby. For the avoidance of doubt, Neither the Company represents and warrants nor any of the Guarantors has made any representations, warranties or agreements inconsistent with or with respect to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 subject matter of the Agreement, remain binding and in effect for the Term and any additional period set forth in the this Agreement. Neither the execution and delivery of this Amendment Agreement by the Company or the Guarantor(s) nor the performance of its their obligations contemplated hereby hereby, by the Company or the Guarantor(s), will:
(ai) conflict with, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (ia) any governing document of the Company or the Guarantor(s) or, to the Company’s or any Guarantor’s knowledge, any shareholders’ agreement or other similar agreement among the security holders or other owners of the Company, Company or the Guarantor(s) or (iib) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company or any Guarantor is a party or by which it (or any of its properties or assets) is subject or bound;
(bii) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, encumbrance or security interest upon the property and assets of the Company or any Guarantor that would have a material adverse effect on the operation of the System or the financial condition of the Company, except permitted encumbrances under Section 11.5 of any Guarantor or the 2015 AgreementSystem; or
(ciii) terminate, breach modify or cause a default under accelerate, or give any third party the right to terminate, modify or accelerate, any provision or term of any contract, arrangement, agreement, license agreement or commitment to which the Company is a partycommitments, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company Company, any Guarantor or the System.
Appears in 1 contract
Samples: Cable Television Franchise Agreement
Authorization; Non-Contravention. Presstek has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company represents execution, delivery and warrants performance of this Agreement by Presstek, the consummation by it of the transactions contemplated hereby and the performance by it of its obligations hereunder have been duly authorized and approved by the board of directors of Presstek. No other corporate action on the part of Presstek is necessary to the City and covenants and agrees that authorize the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized Agreement by all necessary action on the part of the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment Presstek and the consummation of the transactions contemplated hereby. For hereby (other than the avoidance of doubt, Shareholder Approval and the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 filing of the Agreementmerger documents required by the ARS). This Agreement has been duly executed and delivered by Presstek and, remain assuming that this Agreement constitutes a valid and binding obligation of the Merger Sub and Parent, constitutes a valid and binding obligation of Presstek, enforceable against Presstek in effect for accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Term enforcement of creditors’ rights generally, and any additional period set forth in the Agreementby general equitable principles. Neither the The execution and delivery of this Amendment Agreement do not, and the consummation of the transactions contemplated by the Company nor the performance of its obligations contemplated hereby will:
this Agreement will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws of Presstek, as amended to the date of this Agreement, (b) conflict with, result in a material breach of or constitute a material default under (with or with without notice or lapse of time time, or both both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in a material breach the creation of or constitute a material default under) (i) any governing document Lien upon any of the Company properties or to the Company’s knowledgeassets of Presstek under, any agreement among the owners of the CompanyContract, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company Presstek is a party or by which it (Presstek or any of its properties assets is bound or assets) is subject or bound;
(b) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminatesubject to the consents or filings referred to in Section 4.3, breach contravene any Law or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or Order currently in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the Systemeffect.
Appears in 1 contract
Samples: Merger Agreement (Presstek Inc /De/)
Authorization; Non-Contravention. (a) The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment Agreement and all of the other agreements, if any, entered into in connection with the transactions agreements and instruments contemplated hereby to which the Company or the Sellers are a party have been duly, legally and validly duly authorized by all necessary action the Company, or the Sellers, as applicable, and no other act (corporate or otherwise) or other proceeding on the part of the Company Company, or the Sellers, is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the certified copies consummation of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have or thereby. This Agreement has been duly executed and delivered by the Company and constitute (or upon execution the Sellers and delivery will constitute) the constitutes a valid and binding obligations obligation of the Company, Company and are the Sellers enforceable (or upon execution and delivery will be enforceable) in accordance with their its terms, and each of the other agreements and instruments contemplated hereby to which the Company or the Sellers are a party, when executed and delivered by the Company or the Sellers, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company assignments, endorsements, stock powers and other instruments of transfer delivered by the Sellers to Buyer at the Closing will be sufficient to transfer each Seller’s entire interest, legal and beneficial, in the Shares. Each Seller has obtained the requisite full power and authority to authorize, execute convey good and deliver this Amendment and marketable title to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part all of the Company Shares and upon transfer to authorize Buyer of the certificates representing such Shares, Buyer will receive good and marketable title to such Shares, free and clear of all Encumbrances.
(b) Except as set forth on Schedule 5.3(b) of the Disclosure Schedule, the execution and delivery of this Amendment and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment by the Company nor and the performance Sellers of its obligations this Agreement and all of the other agreements and instruments contemplated hereby will:
to which the Company or any Seller are a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and the Sellers do not and shall not (a) conflict with, with or result in a material breach of the terms, conditions or provisions of, (b) constitute a material default under (whether with or with without the passage of time, the giving of notice or lapse both), (c) result in the creation of time any Lien, other than a Permitted Lien, upon the Capital Stock or both assets of the Company pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a material breach violation of, or (f) require any authorization, consent, approval, exemption or other action of or constitute a material default under) (i) by or notice or declaration to, or filing with, any governing document of the Company third party or any court or administrative or governmental body or agency pursuant to the Company’s knowledgecharter documents, any agreement among the owners bylaws or other constituent documents (including trust instruments) of the Company, or (ii) any law, statute, regulation, agreement, judgment, decree, court rule or administrative order or process or any commitment regulation to which the Company or a Seller is subject, or any Material Contract or any agreement, instrument, license, permit, order, judgment or decree to which any Seller is subject. Neither the Company nor any Seller is a party to or bound by which it any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (or any of other than with Buyer and its properties or assetsAffiliates) is subject or bound;
(b) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the regarding Company is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the SystemTransactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Penn National Gaming Inc)
Authorization; Non-Contravention. The Company represents Seller has the requisite capacity, power and warrants authority to execute and deliver this Agreement, the City Non-competition Agreement, the Restated Customer Agreement and covenants and agrees that the execution, delivery and performance of this Amendment and all other agreements, if any, entered into certificates and instruments being executed and delivered in connection with herewith (collectively, the "RELATED AGREEMENTS") to which it is a party and to consummate the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the certified copies of authorizations for the thereby. The execution and delivery of this Amendment provided Agreement and the Related Agreements to which it is a party by the City in connection with this Amendment are true Seller, and correct. This Amendment and all other agreements, if any, entered into in connection with the consummation by the Seller of the transactions contemplated hereby and thereby, have been duly executed authorized by all requisite corporate action. This Agreement and delivered by the Company and Related Agreements to which it is a party will constitute (or upon execution and delivery will constitute) the valid and legally binding obligations of the CompanySeller, and are enforceable (or upon execution and delivery will be enforceable) against the Seller in accordance with their respective terms. The Company has obtained execution, delivery and performance by the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery Seller of this Amendment Agreement and the Related Agreements to which it is a party, and the consummation of the transactions contemplated hereby. For hereby and thereby, will not, with or without the avoidance giving of doubt, notice or the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 passage of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment by the Company nor the performance of its obligations contemplated hereby will:
time or both (a) violate the provisions of any law, rule or regulation applicable to the Seller; (b) violate the provisions of the charter documents of the Company, the Subsidiary, or the Seller; (c) violate any judgment, decree, order or award of any foreign or domestic court or tribunal, administrative agency, arbitrator, governmental authority or body (a "GOVERNMENTAL AUTHORITY"); or (d) conflict with, with or result in a material breach or termination of any term or constitute a material default under (or with notice or lapse of time or both result in a material breach of provision of, or constitute a material default under) (i) , or cause any governing document acceleration under, or cause the creation of any Lien upon the properties or assets of the Company or to the Company’s knowledgeSubsidiary pursuant to, any indenture, mortgage, deed of trust or other instrument or agreement among the owners of the Company, or (iiincluding any employment agreement) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company Seller is a party or by which it (the Seller or any of its properties is or assets) is subject may be bound. Schedule 2.2 sets forth a true, correct and complete list of all consents, approvals, permissions, licenses, authorizations, filings, notifications and other requirements prescribed by law, rule, regulation or bound;
(b) result by contract in connection with the creation of, or give any party consummation by the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets Seller of the Company, except permitted encumbrances under Section 11.5 transactions contemplated by this Agreement. All such items have been obtained and/or satisfied by the Seller. Neither the Company nor the Subsidiary is in violation of the 2015 Agreement; or
(c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license its certificate of incorporation or commitment to which the Company is a party, except for any event specified herein bylaws or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the Systemother organizational documents.
Appears in 1 contract
Samples: Stock Purchase Agreement (DealerTrack Holdings, Inc.)
Authorization; Non-Contravention. Approvals.
(a) lnvvision has the requisite power and authority to enter into this Agreement. The Company represents and warrants to the City and covenants and agrees that board of directors of Invvision has authorized the execution, delivery and performance of this Amendment Agreement and all other agreementshas approved the transactions contemplated hereby, if any, entered into in connection with and approved the submission of this Agreement and the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action to the shareholders of Invvision for their approval with the recommendation that the reorganization be accepted. No additional corporate proceedings on the part of the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are Invvision is necessary on the part of the Company to authorize the execution and delivery of this Amendment Agreement and the consummation by Invvision of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Invvision, and assuming due authorization, execution and delivery hereof by Omni Park, constitutes a valid and binding agreement of lnvvision enforceable against it in accordance with its terms.
(b) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with he terms hereof will not, violate or result in a breach of any provision of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any encumbrance upon any of the properties or assets of Invvision under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws of Invvision, (ii) any laws applicable to Invvision or any of the properties or assets of lnvvision, or (iii) any material note, bond, indenture, mortgage, deed of trust, license, ftanchise9 permit, concession, lease or other material instrument, obligation or agreement of any kind to which lnvvision is now a party or by which any of their properties or assets may be bound or affected.
(c) lnvvision has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable them to conduct their business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no declaration, filing or registration with, or notice to, or authorization, consent, approval or order of any governmental authority or third party is necessary for the execution and delivery of this Agreement by Invvision or the consummation by Invvision of the transactions contemplated hereby. Except as set forth in Schedule I .02(c). attached hereto, none of the contracts or agreements with material customers or contracts providing for purchases or services or other material agreements, licenses or permits to which Invvision is a party requires notice to, or the consent or approval of; any third party for the execution and delivery of this Agreement by lnvvision and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment by the Company nor the performance of its obligations contemplated hereby will:
(a) conflict with, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document of the Company or to the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(b) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the System.
Appears in 1 contract
Authorization; Non-Contravention. The Company represents (a) Each Seller and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite power and authority and has taken all action necessary to authorize, execute and deliver this Amendment Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by each such Seller and/or the Company, as applicable, as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and no thereby. The execution, delivery and performance by each Seller and the Company of this Agreement, the Escrow Agreement and all other proceedings instruments and agreements to be delivered by each such Seller and/or the Company, as applicable, as contemplated hereby and thereby, the consummation by each Seller and the Company of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved. This Agreement and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by each Seller and the Company as contemplated hereby and thereby will be, duly executed and delivered by such Seller and/or the Company, as applicable. Assuming that this Agreement and the Escrow Agreement constitute legal, valid and binding obligations of each other party hereto, this Agreement and the Escrow Agreement constitute legal, valid and binding obligations of each Seller and the Company enforceable against each Seller and the Company in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other actions are necessary on similar Laws affecting the part enforcement of creditors’ rights generally. Assuming that all other instruments and agreements to be delivered by such Seller and the Company to authorize as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of each Seller and the Company enforceable against each Seller and the Company in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.
(b) The execution and delivery of this Amendment Agreement and all other instruments and agreements to be delivered by Sellers and the Company as contemplated hereby do not, and the consummation of the transactions contemplated hereby. For hereby and thereby will not, except, in the avoidance case of doubtclauses (iii)-(iv) below, the Company represents and warrants to the City and covenants and agrees extent that all documents and items required pursuant would not be material to the AgreementSubject Companies (i) conflict with any of the provisions of the articles of incorporation, including without limitation those set forth bylaws, trust agreement or other equivalent charter documents of a Seller or any of the Subject Companies; (ii) create any Lien (other than Permitted Liens) upon any of the properties or assets of a Seller or the Subject Companies; (iii) conflict with or result in a breach of, or constitute a default under, or, other than as provided in Section 2.2 3.2(b) of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment by the Company nor the performance of its obligations contemplated hereby will:
(a) conflict withSellers Disclosure Letter, result in the acceleration of any obligation or loss of any benefits under, any Company Contract, Company Permit or other instrument to which a material breach of Seller or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document of the Company or to the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company Subject Companies is a party or by which it (or any of its property or asset are bound; or (iv) subject to (A) the applicable Antitrust Laws and (B) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.2(b) of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller, any Subject Company or by which any properties or assets) is subject or bound;
(b) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach a Seller or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Subject Company is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate would not have a material adverse effect on the business, properties or financial condition of the Company or the Systemare bound.
Appears in 1 contract
Authorization; Non-Contravention. (i) The Company represents has all requisite corporate power and warrants authority to execute and deliver this Agreement and, subject to obtaining the City Company Shareholder Approval (as defined in Section 4.01(n)), to consummate the transactions contemplated hereby. The execution and covenants and agrees that delivery by the execution, delivery and performance Company of this Amendment Agreement and all other agreements, if any, entered into in connection with the consummation by the Company of the transactions contemplated hereby have been duly, legally and validly duly authorized by all necessary corporate action on the part of the Company, subject to obtaining the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided Shareholder Approval with respect to the City in connection with this Amendment are true and correctMerger. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have Agreement has been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the and, assuming this Agreement constitutes a legal, valid and binding obligations obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its terms, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). The Board of Directors of the Company, at a meeting duly called and held, duly unanimously adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated hereby are enforceable fair to and in the best interests of the Company and its shareholders, (B) adopting this Agreement, (C) approving the terms of the Shareholders Agreement and (D) recommending that the Company's shareholders approve this Agreement, which resolutions have not been modified, supplemented or upon rescinded and remain in full force and effect as of the date of this Agreement.
(ii) The execution and delivery will be enforceable) in accordance with their respective terms. The by the Company has obtained of this Agreement do not, and the requisite authority to authorize, execute and deliver this Amendment and to consummate consummation by the Company of the transactions contemplated hereby and no other proceedings will not, conflict with, or other actions are necessary on result in any breach or violation of, or default (with or without notice or lapse of time or both) under, or result in the part termination of, or accelerate the performance required by, or give rise to a right of termination, cancelation or acceleration of any obligation under, or the creation of a claim, lien, encumbrance, pledge or security interest (a "Lien") pursuant to, (A) the articles of incorporation or by-laws of the Company or comparable organizational documents of any subsidiary of the Company or (B) subject to authorize obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in the following sentence, any loan or credit agreement, note, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any subsidiary of the Company or their respective properties or assets, in any case under this clause (B) which, individually or in the aggregate, would have a material adverse effect on the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a "Governmental Entity") is required by or with respect to the Company or any subsidiary of the Company in connection with the execution and delivery of this Amendment and Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. For , except for (A) the avoidance filing with the Securities and Exchange Commission (the "SEC") of doubt(1) a proxy statement relating to the meeting (the "Company Shareholders Meeting") of the shareholders of the Company duly called and convened to consider the approval of this Agreement (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (2) such reports under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the other transactions contemplated hereby, (B) the filing of the Articles of Merger with the Secretary of State of the State of Indiana in accordance with Section 23-1-40-5 of the IBCL and the filing of appropriate documents with the relevant authorities of other states in which the Company represents and warrants is qualified to the City and covenants and agrees that all documents and items do business, (C) filings required pursuant to the AgreementHart-Scott-Rodino Antitrust Improvements Act of 1976, including without limitation as amended, anx xxx xxxxx xxx xegulations promulgated thereunder (the "HSR Act") and any other applicable filings and approvals under similar foreign antitrust laws and regulations, (D) those set forth in Section 2.2 required under the rules and regulations of the AgreementNasdaq National Market, remain binding (E) filings necessary to satisfy the applicable requirements of state securities or "blue sky" laws, and in effect for (F) such other consents, approvals, orders, authorizations, registrations, declarations and filings, the Term and any additional period set forth in the Agreement. Neither the execution and delivery failure of this Amendment by the Company nor the performance of its obligations contemplated hereby will:
(a) conflict withwhich to be obtained or made, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document of the Company or to the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(b) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or in (a) or (b) above, which individually or in the aggregate aggregate, would not have a material adverse effect on the business, properties Company and would not prevent or financial condition materially impede or delay the consummation of the Company or the Systemtransactions contemplated hereby.
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Authorization; Non-Contravention. Such Seller has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company represents execution, delivery and warrants performance of this Agreement by such Seller, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by such Seller and no other corporate or other action on the part of such Seller is necessary to the City and covenants and agrees that authorize the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized Agreement by all necessary action on the part of the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment such Seller and the consummation of the transactions contemplated hereby. For the avoidance This Agreement has been duly executed and delivered by such Seller and, assuming that this Agreement constitutes a valid and binding obligation of doubteach other Seller and Purchaser, the Company represents constitutes a valid and warrants binding obligation of such Seller enforceable against such Seller in accordance with its terms, except to the City extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreementby general equitable principles. Neither the The execution and delivery and performance of this Amendment Agreement by the Company nor the performance of its obligations contemplated hereby will:
such Seller does not (a) conflict withwith any of the provisions of the articles of association or by-laws or other equivalent organizational documents, as applicable, of such Seller, the Company or any of the Company’s Subsidiaries, in each case, as amended to the date of this Agreement, (b) conflict with or result in a material breach of of, or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) , any governing document of Contract to which such Seller, the Company or to any of the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company Subsidiaries is a party or by which it such Seller, the Company, any of the Company’s Subsidiaries or any of their respective assets are bound or subject, (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.3, contravene any Law or any Order, or (d) create or cause the acceleration of any liability of the Company or any of its properties or assets) is subject or bound;
Subsidiaries, excluding, in the case of clauses (b) result in the creation of), or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or in and (a) or (bd) above, which individually or matters which, in the aggregate aggregate, would not have a be material adverse effect on the business, properties or financial condition of to the Company or and its Subsidiaries taken as a whole and would not adversely affect the Systemability of such Seller to consummate the transactions contemplated hereby.
Appears in 1 contract
Authorization; Non-Contravention. The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment and all Agreement any ail other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the Company has furnished the City with a certified copies copy of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correctAgreement. This Amendment Agreement and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment Agreement and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment Agreement by the Company nor the performance of its obligations contemplated hereby will:
(a) conflict with, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document of the Company or to the Company’s 's knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(b) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, encumbrance or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach modify or cause a default under accelerate, or give any third party the right to terminate, modify or accelerate any provision or term of any contract, arrangement, agreement, license agreement or commitment to which the Company is a partycommitments, except for any event specified herein or in (a) or (b) above, above which individually or in the aggregate would not have a material and adverse effect on the business, properties or financial condition of the Company or the System.
Appears in 1 contract
Authorization; Non-Contravention. (a) The Company represents has the requisite corporate power and warrants authority and has taken all corporate action necessary to the City execute and covenants deliver this Agreement, to perform its obligations hereunder and agrees that the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with to consummate the transactions contemplated hereby have been duly, legally and validly authorized by all necessary hereby. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered performance by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment Agreement and the consummation of the transactions contemplated hereby. For the avoidance of doubt, This Agreement has been duly executed and delivered by the Company represents and, assuming that this Agreement constitutes a valid and warrants binding obligation of PLC, Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable by and against the Company in accordance with its terms, except to the City extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the by general equitable principles.
(b) The execution and delivery of this Amendment Agreement by the Company nor do not, and the performance consummation of its obligations the transactions contemplated hereby will:
by this Agreement will not, (ai) conflict withwith any of the provisions of the Charter Documents of the Company or any Company Subsidiary, in each case, as amended, (ii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with or result in a material breach of of, or constitute a material default under (or an event that, with or without notice or lapse of time or both result in a material breach of or both, would constitute a material default under) (i) any governing document of the Company or to the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(b) result in the creation of, acceleration of or give create in any party the right to createaccelerate, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Section 11.5 of the 2015 Agreement; or
(c) terminate, breach modify or cause a default under cancel any provision or term of any contract, arrangement, agreement, license or commitment to which the Company is a party, except for any event specified herein or in (a) Material Contract or (biii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any domestic or foreign Law or any Order currently in effect, which, in the case of clauses (ii) and (iii) above, which would be reasonably likely to have, individually or in the aggregate would not have aggregate, a material adverse effect on the business, properties or financial condition of the Company or the SystemMaterial Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Endava PLC)
