Common use of Conflicts; Consents and Approval Clause in Contracts

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 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 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.