COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS Sample Clauses

COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS. Except for, and subject to the receipt of the Required Consents, all of which are set forth in ANNEX 6(d), the execution, delivery and performance by the Company of this Agreement and the Designations, each in accordance with their respective terms, and the consummation of the transactions contemplated by this Agreement and the Designations, do not and will not (i) require any consent, approval, authorization, permit or license which has not already been obtained from, or effect any filing or registration which has not already been effected with, any federal, state or local regulatory authority, (ii) violate any Applicable Law with respect to the Company, (iii) conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or the bylaws of the Company, or under any indenture, agreement, or other instrument, including the Licenses, to which the Company or any Subsidiary of the Company is a party or by which any such company or its properties may be bound, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Company or any of its Subsidiaries. All Notification and Report Forms required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement have been filed and the applicable waiting period under the HSR Act has been terminated.
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COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS. The execution, delivery and performance by the Investors of this Agreement in accordance with its terms, and the consummation of the transactions contemplated hereby, do not and will not (i) require any consent, approval, authorization, permit or license which has not already been obtained from, or effect any filing or registration which has not already been effected with, any federal, state or local regulatory authority, (ii) violate any Applicable Law with respect to either Investor, (iii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or the bylaws of either Investor, or under any indenture, agreement, or other instrument to which either Investor is a party or by which any such company or its properties may be bound, or (iv) result in or require the creation or imposition of any Lien upon or with respect to the PCS Shares.
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COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS. The execution, delivery and performance, in accordance with their respective terms, by the Company of this Agreement, and by the Company and its Subsidiaries of each of the other documents contemplated hereby to which they are respectively party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent or approval, governmental or otherwise, not already obtained, (ii) violate any Applicable Law respecting the Company or any of its Subsidiaries, (iii) conflict with, result in a breach of, or constitute a default under the certificate or articles of incorporation or by-laws or partnership agreements, as the case may be, as amended, of the Company or any of its Subsidiaries, or under any material indenture, agreement, or other instrument, including, without limitation, the Licenses, to which the Company or any of its Subsidiaries is a party or by which any of them or their respective properties may be bound or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Company or any of its Subsidiaries, except for Permitted Liens.
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COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS. The execution, delivery and performance by the Company of this Agreement, the Warrants, the Registration Agreement and the Stockholders' Agreement, each in accordance with their respective terms, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent, approval, authorization, permit or license which has not already been obtained from, or require the Company to effect any filing or registration which has not already been effected with, any federal, state or local regulatory authority, (ii) violate any Applicable Law with respect to the Company, except any such violation which would not be reasonably likely to have a Materially Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under (a) the certificate of incorporation or the bylaws of the Company or (b) any indenture, agreement, credit facility or other instrument to which the Company or any Subsidiary of the Company is a party or by which any such company or its properties may be bound or (iv) result in or require the creation or imposition of any Lien upon or with respect to any Property now owned or hereafter acquired by the Company or any of its Subsidiaries.
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COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS. The execution, delivery and performance by the Company of this Agreement and the Designation, each in accordance with their respective terms, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent, approval, authorization, permit or license which has not already been obtained from, or effect any filing or registration which has not already been effected with, any federal, state or local regulatory authority, (ii) violate any Applicable Law with respect to the Company, (iii) conflict with, result in a breach of, or constitute a default under the Restated Articles of Incorporation or the Bylaws of the Company, under the Credit Facilities, or under any indenture, agreement, or other instrument, including without limitation the Licenses, to which the Company or any Subsidiary of the Company is a party or by which any such company or its properties may be bound, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Company or any of its Subsidiaries.
Sample 1
COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS. The execution, delivery and performance by the Company of this Agreement, the Certificate and the Warrant Certificate in accordance with their respective terms, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent or approval not already obtained, (ii) violate any material Applicable Law respecting the Company, (iii) conflict with, result in a breach of, or constitute a default (A) under the Amended and Restated Articles of Incorporation or the Code of Regulations of the Company, as amended, (B) under the Credit Facilities, or (C) under any material indenture, agreement, or other instrument, including without limitation the Licenses, to which the Company or any Subsidiary of the Company is a party or by which any such company or its properties may be bound, as to which the conflict with, breach of or default under is likely to have a Materially Adverse Effect, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Company or any of its Subsidiaries except for Permitted Liens.
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Related to COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

  • Compliance with Other Agreements and Applicable Laws Borrower is not in default in any material respect under, or in violation in any material respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and Borrower is in compliance in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local governmental authority.

  • Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

  • Compliance With Other Instruments; None Burdensome Neither Borrower nor any Subsidiary is a party to any contract or agreement or subject to any charter or other corporate or other restriction which could have a Material Adverse Effect and which is not disclosed on Borrower's financial statements heretofore submitted to the Banks; none of the execution and delivery by Borrower of the Transaction Documents, the consummation of the transactions therein contemplated, or of any agreements pertaining to DPC Acquisition Corp.'s and the Borrower's acquisition and cancellation of all of the issued and outstanding capital stock of the Selling Shareholders in the Acquired Company and DPC Acquisition Corp.'s merger of the Acquired Company into Borrower or the compliance with the provisions thereof, has violated or will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower's Certificate of Incorporation or Bylaws or any of the provisions of any indenture, agreement, document, instrument or undertaking to which Borrower is a party or subject, or by which it or its Property is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Agent and/or the Banks pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents that has not already been obtained.

  • Authority; Compliance With Other Agreements and Instruments and Government Regulations The execution and delivery by Borrower of the Loan Documents to which it is a Party and payment of the Obligations have been duly authorized by all necessary corporate or company action, as applicable, and do not and will not:

  • Compliance with Other Instruments The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

  • Compliance with Other Instruments and Laws The execution and delivery of this Agreement, and the Purchaser Related Agreements, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation or default under any provision of the Certificate of Incorporation or Bylaws of Parent or Purchaser, or of any material mortgage, indenture, trust, lease, agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Purchaser or any of their respective properties, the result of which (either individually or in the aggregate) will prevent or materially delay the consummation of the transactions contemplated hereby.

  • COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC The Company is not in violation of any term of its Certificate of Incorporation or Bylaws, as amended, or any mortgage, indenture, contract, agreement, instrument, judgment, decree or order by which the Company is bound or to which its properties are subject or, to its knowledge any statute, rule or regulation applicable to the Company which would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company. The execution, delivery and performance of and compliance with this Agreement and the transactions contemplated hereby will not result in any such violation and will not be in conflict with or constitute a default under any of the foregoing and will not result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any of the foregoing.

  • Compliance with Other Instruments, Laws, Etc None of the Borrower, any Guarantor or any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect.

  • Conflict with Other Agreements; Approvals The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a material right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "violation") pursuant to any provision of the Articles of Incorporation or Bylaws or any organizational document of CLCE or, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CLCE which violation would have a material adverse effect on CLCE taken as a whole. 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, domestic or foreign (a "Governmental Entity") is required by or with respect to CLCE in connection with the execution and delivery of this Agreement by CLCE or the consummation by CLCE of the transactions contemplated hereby.

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