Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company 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 Company Certificate of Incorporation or the Company 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 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 upon any of the properties or assets of the 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 the Company or any of its Subsidiaries is a party; or
(iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.
(b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.
Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and the consummation of the transactions contemplated hereby and thereby will not:
(a) violate any provision of the Purchaser's certificate of incorporation or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-laws;
(b) 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 both, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries is a party;
(c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries; or
(d) require any consent or approval of, or registration or filing by the Purchaser or Merger Sub with, any third party or Governmental Authority, other than (i) with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Au...
Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute nor the consummation of the transactions contemplated by this Agreement will:
(i) conflict with, or result in a breach of, any provision of the Organizational Documents of Tribute;
(ii) 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, adversely modify or call a default under, or result in the creation of any Liens upon any of the properties or assets of Tribute 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 Tribute or any of its Subsidiaries is a party;
(iii) violate any Laws applicable to Tribute or any of its Subsidiaries or any of their respective properties or assets; or
(iv) require any action or consent or approval of, or review by, or registration or filing by Tribute or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under federal and state securities Laws as are contemplated by this Agreement.
Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will:
(a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANT;
(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 Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT or the Mazal Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANT, (2) any Contract to which ADVANCED PLANT is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT is subject or to which any of its properties or assets may be subject;
(c) require any action, consent or approval of any non-governmental third party;
(d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT or any of its, business, properties, or assets; or
(e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT with any Governmental Authority.
Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither the execution and delivery of the Transaction Agreements by the Purchaser nor the consummation of the transactions contemplated hereby or thereby will:
5.4.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate of incorporation or by-laws, as amended;
5.4.2 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 the Purchaser 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 the Purchaser or any of its subsidiaries is a party;
5.4.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser or any of its subsidiaries or their respective properties or assets; or
5.4.4 require any action or consent or approval of, or review by, or registration or filing by the Purchaser or any of its Affiliates with, any third party or any Governmental Authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by the HSR Act, except, in the case of Sections 5.4.2, 5.4.3 and 5.4.4, for any of the foregoing that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties to consummate the transactions contemplated hereby.
Conflicts; Consents and Approvals. Subject to the Requisite Company Vote, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby shall:
(a) conflict with, or result in a breach of any provision of, the Company Certificate or the Company Bylaws;
(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 or encumbrance upon any of the properties or assets of the Company under, or result in a material payment or other material obligation under, any Material Contract;
(c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company 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 the Company or any of its Affiliates with, any local, domestic, foreign or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (A) approval of the Merger Agreement and the Merger by the Requisite Company Vote, (B) registrations, filings, consents, approvals or other actions required under federal and state securities Laws, and (C) the filings required under the HSR Act and foreign Antitrust Laws pursuant to Section 5.3(a) and the expiration of the waiting periods required in connection therewith.
Conflicts; Consents and Approvals. The execution and delivery by the GE Entities and Parent of this Agreement does not, the execution and delivery by the GE Entities and Parent and each of their Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by the GE Entities and Parent and each of their Affiliates of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party and the consummation of the transactions contemplated hereby and thereby and compliance by the GE Entities and Parent and such Affiliates with the terms of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance upon the assets of any GE Entity or Parent under any provision of (i) the certificate of incorporation, bylaws or any comparable governing documents of any of the GE Entities, Parent or any Affiliate of the GE Entities or Parent that is, or is specified to be, a party to any of the Ancillary Agreements or any other agreements or instruments to be executed and delivered in connection therewith, (ii) any Contract or Permit to which any GE Entity or Parent is a party or by which any of their respective properties or assets is subject or (iii) (assuming compliance with the matters set forth in the next sentence of this Section 5.3) any material Judgment or applicable Law applicable to any GE Entity or Parent or their respective properties or assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate is not reasonably expected to have a GE Material Adverse Effect. No consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any GE Entity or Parent in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is, or is specified to be, a party or the consummation of the transactions contemplated hereby and thereby, other than in connection with (A) compliance with and filings under the HSR Act, (B) the written consent of the FCC under the FCC Rules, (C) such other consents, approvals, orders, authorizations, notifications and per...
Conflicts; Consents and Approvals. Except as set forth in Section 5.5 of the Company Disclosure Schedule, none of the execution or delivery of this Agreement by the Company, nor the consummation of the Transactions or compliance by the Company with any of the provisions hereof will:
(a) conflict with, or result in a violation of any provision of, the Articles of Incorporation or Bylaws of the Company or any of its subsidiaries, each as amended to date;
(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 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 the 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 the Company or any of its subsidiaries is a party;
(c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the 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 the Company or any of its subsidiaries or affiliates with, any third party or any Governmental Authority, other than (i) approval of the Merger and the Transactions by the Company Shareholders, (ii) registrations or other actions required under federal and state securities laws, (iii) compliance with the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority set forth in Section 5.5(d) of the Company Disclosure Schedule, and (v) filing and recordation of appropriate merger documents as required by the FBCA; except in the case of clause (b) which would not be material to the business and operations of the Company, taken as a whole, and in the case of clauses (c) and (d) for any of the foregoing that could, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Transactions.
Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will:
(a) conflict with, or result in a breach of any provision of, the Mondavi Articles or the Mondavi Bylaws;
(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 person (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 Mondavi 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 Mondavi or any of its subsidiaries is a party;
(c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Mondavi 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 Mondavi or any of its affiliates with, any third party or any Governmental Authority, other than (i) approval of this Agreement and the transactions contemplated by this Agreement by Mondavi Shareholders, (ii) actions required by the HSR Act and Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities laws, and (iv) the filing with the California Secretary of State of the Merger Agreement; other than, in the case of Sections 4.5(b), 4.5(c) and 4.5(d), those exceptions that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Mondavi.
Conflicts; Consents and Approvals. (a) Except as set forth in Section 3.05 to the Company Disclosure Schedule and, in the case of (ii), (iii) and (iv), for any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will:
(i) conflict with, or result in a breach of any provision of, the Company Certificate or the Company Bylaws;
(ii) 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 or encumbrance upon any of the properties or assets of the Company 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 the Company or any of its subsidiaries is a party;
(iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets; or
(iv) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its affiliates with, any third party or any local, domestic, foreign or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (A) approval of the Merger and the transactions contemplated hereby by stockholders of the Company, (B) actions required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (C) filings and consents under non-U.S. Laws and regulations intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Foreign Antitrust Laws”); and (D) registrations, filings, consents, approvals or other actions required under federal and state securities Laws and the rules of the Nasdaq Stock Mark...
