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:
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:
Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Company nor the consummation of the transactions contemplated hereby will:
Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Constellation or Merger Sub nor the consummation of the transactions contemplated by this Agreement will:
Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Anadarko or Subcorp, or the Anadarko Stock Option Agreement by Anadarko, nor the consummation of the transactions contemplated hereby will:
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 of this Agreement by USF or Subcorp nor the consummation of the transactions contemplated hereby will:
Conflicts; Consents and Approval. (a) The execution, delivery and performance by each Buyer and the Merger Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not:
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, agreement, lease or other instrument or obligation to which Parent or any of its subsidiaries is a party; (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. 3.7
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, agreement, lease or other instrument or obligation to which Company or any of its subsidiaries is a party; (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. 4.6 Brokerage and Finder's Fees. Except for Company's obligation to J.P. Xxxxxx ("X.P. Xxxxxx") (a copy of the written agreement relating to such obligation having previously been provided to Parent), Company has not incurred and will not incur, directly or indirectly, any brokerage, finder's or similar fee in connection with the transactions contemplated by this Agreement. Other than the foregoing obligation to J.P. Xxxxxx, Xxmpany is not aware of any claim for payment of any finder's fe...
