Common use of Consents and Approvals; No Conflict Clause in Contracts

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.

Appears in 3 contracts

Samples: Agreement and Plan of Share Exchange (Rotoblock Corp), Agreement and Plan of Share Exchange (Rotoblock Corp), Agreement and Plan of Share Exchange (Rotoblock CORP)

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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 Principal Shareholder, nor the consummation by the Company or the Company Principal Shareholder of the transactions contemplated hereby, nor compliance by the Company or the Company Principal 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 CompanyCompany or the Company Principal Shareholder, (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 Principal 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 Principal Shareholder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (American Smooth Wave Ventures, Inc.)

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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 by the Company Principal Shareholder, nor the consummation by the Company or the Company Principal Shareholder of the transactions contemplated hereby, nor compliance by the Company or the Company Principal 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 CompanyCompany or the Company Principal Shareholder, (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 Principal 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 CompanyCompany or the Company Principal Shareholder, 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 to the Company Principal Shareholder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cfo Consultants, Inc.)

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