Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent or Subcorp nor the consummation of the transactions contemplated hereby will:
(a) conflict with, or result in a breach of any provision of the Parent Articles and Bylaws or the Articles of Incorporation or Code of Regulations of Subcorp;
(b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,
(c) violate any order, writ, injunction, decree, statute, rule or regulation, applicable to Parent or any of its subsidiaries or their respective properties or assets; or
(d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or any Governmental Authority other than: (i) the Parent Shareholder Authorizations; (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for any of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), any of the foregoing that would not, individually or in the aggregate, have a Parent Material Adverse Effect.
Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal or Subcorp nor the consummation of the transactions contemplated hereby will:
(a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code of Regulations or the Amended and Restated Certificate of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals;
(b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal or any of its subsidiaries is a party;
(c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal or any of its subsidiaries or any of their respective properties or assets; or
(d) require any action or consent or approval of, or review by, or registration or filing by Cardinal or any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) and (d) for any of the foregoing that would not, ind...
Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Company nor the consummation of the transactions contemplated hereby will:
(a) conflict with, or result in a breach of any provision of the Company Articles or Code of Regulations;
(b) except as disclosed in Section 4.5(b) to the Company Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,
(c) violate any order, writ, injunction, decree, statute, rule or regulation, applicable to Company or any of its subsidiaries or their respective properties or assets; or
(d) require any action or consent or approval of, or review by, or registration or filing by Company or any of its Affiliates with any third party or any Governmental Authority other than: (i) authorization of the Merger and the transactions contemplated hereby by Company Shareholders; (ii) actions required by the HSR Act; and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; except for any of the foregoing that are set forth in Section 4.5(d) to the Company Disclosure Schedule and, in the case of (b), (c) and (d), any of the foregoing that would not, individually or in the aggregate, have a Company Material Adverse Effect.
Conflicts; Consents and Approval. Neither the execution and delivery by SPTL of this Agreement nor the consummation of the transactions contemplated hereby will:
(a) conflict with, or result in a breach of, any provision of its organizational documents;
(b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of SPTL or any of its subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which SPTL is a party;
(c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to SPTL or any of its subsidiaries or their respective properties or assets; or
(d) require any action or consent or approval of, or review by, or registration with any third party, court or governmental body or other agency, instrumentality or authority, other than such action, consent or approvals of third parties as have already been obtained.
Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will:
(a) conflict with, or result in a breach of, any provision of its organizational documents;
(b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of AUO or any of its subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which AUO is a party; or
(c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to AUO or any of its subsidiaries or properties or assets.
Conflicts; Consents and Approval. (a) The execution and delivery of this Agreement by Parent and Sub does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not:
(i) violate, or result in a breach of any provision of the Parent's certificate of incorporation, as amended, the Parent's by-laws, as amended, the Sub Certificate of Incorporation or the Sub By-Laws;
(ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the
Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by any of the Suechtings nor the consummation of the transactions contemplated hereby will violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, require any consent under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of TNT-CA or the TNT-CA Shares under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which TNT-CA or the Suechtings or any of them is a party, including, without limitation, the trust agreement or other instruments governing the organization and operation of the Trust.
Conflicts; Consents and Approval. Neither the execution and delivery by Lincoln Electric of this Agreement or any Additional Document to which Lincoln Electric is a party nor the consummation by Lincoln Electric of the Transactions will:
(a) conflict with, or result in a breach of any provision of, the Restated Articles of Incorporation or Amended Code of Regulations of Lincoln Electric;
(b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Lincoln Electric or any of its subsidiaries is a party and which is material to Lincoln Electric and its subsidiaries considered as one enterprise;
(c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Lincoln Electric or any of its subsidiaries or their respective properties or assets; or
(d) require any action or consent or approval of, or review by, or registration or filing by Lincoln Electric or any of its Affiliates with, any third party or Governmental Authority, other than any that have been taken, obtained or made. Lincoln Electric has filed all Notification and Report Forms required pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) with respect to the Transactions and has received early termination of the waiting period under the HSR Act with respect thereto.
Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Xxxx National and Xxxx Vision or the Vision Care Amendment by Xxxx Vision nor the consummation of the transactions contemplated hereby or thereby will:
(a) conflict with or result in a breach of any provision of its organizational documents;
(b) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Xxxx National and Xxxx Vision or its properties or assets; or
(c) require any action or consent or approval of, or review by, or registration with any third party, court or governmental body or other agency, instrumentality or authority, other than such action, consent or approvals of third parties as have already been obtained.
Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent or Subcorp nor the consummation of the transactions contemplated by this Agreement will:
(a) conflict with, or result in a breach of any provision of Parent's Articles of Incorporation, as amended, or Parent's By-laws, as amended, or Subcorp's Articles of Incorporation or Subcorp's By-laws;
(b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, pledge, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Parent or any of its subsidiaries is a party;
