Consents and Approvals; No Conflict. (i) The acceptance, execution and delivery of this Subscription Agreement by the Company does not, and the performance by the Company of its obligations hereunder, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription and would not have a Material Adverse Effect; and
(ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the Company do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company is a party or by which any of such assets or properties is bound;
Consents and Approvals; No Conflict. The execution and delivery of this Agreement by each of the Parties does not, and the performance of this Agreement by the Parties will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority. The execution, delivery and performance of this Agreement by the Parties does not (i) conflict with or violate the charter or by-laws, partnership or other governing documents of any of the Parties, or (ii) conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination, contract or award applicable to any of the Parties.
Consents and Approvals; No Conflict. (i) The execution and delivery of this Agreement by the Investor does not, and the performance of this Agreement by the Investor will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would prevent Investor from performing any of its material obligations under this Agreement.
(ii) The execution, delivery and performance of this Agreement by the Investor does not (A) in the case of any Investor that is not an individual, conflict with or violate the charter or by-laws, partnership or other governing documents of such Investor, or (B) except as would not have a material adverse effect on the ability of the Investor to consummate the transactions contemplated by this Agreement, conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Investor.
Consents and Approvals; No Conflict. Except for applicable requirements of federal securities laws and state securities or blue-sky laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company or the Company Shareholder, nor the consummation by the Company or the Company Shareholder of the transactions contemplated hereby, nor compliance by the Company or the Company Shareholder with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Articles of Incorporation or Bylaws of the Company, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company or the Company Shareholder is a party or by which they any of their properties or assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which are not in the aggregate material to the Company or the Company Shareholder.
Consents and Approvals; No Conflict. (a) The execution and delivery of this Agreement do not, and the performance of this Agreement by the Purchaser will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Purchaser from performing any of its material obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement by the Purchaser do not, except as would not have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement, conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Purchaser.
Consents and Approvals; No Conflict. The execution and delivery of this Agreement by the Sellers, the performance by the Sellers of their obligations hereunder and the consummation by the Sellers of the transactions contemplated hereby do not conflict with and will not result in a breach or violation of, or a default under, or give rise to any other right which may adversely affect the consummation of the transaction contemplated under this Agreement under (i) the Organisational Documents of Maxworthy, and the Company's Organisational Documents; (ii) any material Contract to which any of the Sellers, the Company or any of its Subsidiaries are a party (“Material Contracts”); (iii) assuming that all required regulatory approvals have been obtained, any material law to which any of the Sellers is subject, and to which the Company is subject to; and (iv) any right of other shareholders in the Company, to the extent granted by the Sellers to such shareholders.
Consents and Approvals; No Conflict. Except for applicable requirements of federal securities laws and state securities or blue-sky laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Articles of Incorporation or Bylaws of the Company, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company is a party or by which they any of their properties or assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, or any of their properties or assets, (d) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, license, permit or authority to which the Company is a party or by which the Company is bound or to which any material assets or property of the Company is subject, or (e) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Company, except in the case of clauses (b) (c), (d) and (e) for violations, breaches or defaults which are not in the aggregate material to the Company.
Consents and Approvals; No Conflict. Releases. ---------------------------------------------
(a) Except as set forth in Schedule 3.3(a), no consent, --------------- authorization or approval of, or filing or registration with, (i) any Governmental Authority, (ii) any party to any Contract disclosed or required to be disclosed on a Schedule to this Agreement or (iii) any other party that, if not obtained, would cause a Material Adverse Effect or a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement, is necessary in connection with the execution, delivery or performance by each Seller of this Agreement or any of its Related Agreements or the consummation by such Seller of the transactions contemplated hereby or thereby.
(b) Except as set forth in Schedule 3.3(b), the execution, --------------- delivery and performance by each Seller of this Agreement and its Related Agreements, and the consummation by such Seller of the transactions contemplated hereby and thereby, do not and will not (i) violate any material Law applicable to or binding on such Seller or any Company or any of their respective assets; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right under a change-in-control provision or otherwise) under, permit cancellation of, result in the creation of any Lien upon any of the assets of such Seller or any Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any material Contract to which such Seller or any Company is a party or by which such Seller or any Company or any of their respective assets are bound; (iii) permit the acceleration of the maturity of any indebtedness of such Seller or any Company or indebtedness secured by their respective assets; or (iv) violate or conflict with any provision of any of the organizational documents of such Seller or of any Company.
(c) The MRM Sellers have received from each of the Management Stockholders a duly executed Agreement and Release, copies of which have been delivered to Purchaser.
Consents and Approvals; No Conflict. (i) The execution and delivery of this Agreement by the Subscriber does not, and the performance of this Agreement by the Subscriber will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority.
(ii) The execution, delivery and performance of this Agreement by the Subscriber does not (A) in the case of any Subscriber that is not an individual, conflict with or violate the charter or bylaws, partnership or other governing documents of such Subscriber, or (B) conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Subscriber.
Consents and Approvals; No Conflict. Except for the pre-merger notification requirements of the HSR Act, the expiration or early termination of the waiting periods thereunder and such filings, notifications and approvals as are required under foreign antitrust or competition Laws, the execution, delivery and performance of this Agreement by Buyer or Buyer Parent, and the consummation by each of them of the transactions contemplated hereby and thereby:
(a) will not violate, or require any consent, approval, filing or notice to be made by the Buyer or Buyer Parent under, any provision of any Law applicable to the Buyer or Buyer Parent; and
(b) will not conflict with, result in the breach or termination of any provision of, constitute a Default under, result in the acceleration of the performance of an obligation of Buyer or Buyer Parent under, or result in the creation of a lien, charge or encumbrance upon the assets of the Buyer or Buyer Parent pursuant to: (i) the operating agreement, partnership agreement or by-laws (or analogous organizational documents) of Buyer or Buyer Parent, or (ii) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which Buyer or Buyer Parent is a party or by which Buyer or Buyer Parent or any of their respective assets is bound.
