Consents and Approvals; No Violation. None of the execution, delivery or performance of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Skullcandy, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by the Company, nor the performance by the Company and its Subsidiaries of their covenants and obligations hereunder and the consummation of the transactions contemplated hereby, hereby do or not and will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL DGCL, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be boundContract, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Merger Sub) ), or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Raptor Pharmaceutical Corp), Agreement and Plan of Merger (Horizon Pharma PLC)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or Transactions will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent similar governing documents) of the Company or any of its Subsidiaries, ; (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, ; (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract; (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) ); or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documentsother similar document) or by-laws (or other similar document) of the Company or any of its Subsidiaries, ; (bii) require any Permit consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Authority governmental or regulatory authority, in each case, by or on behalf of the Company or any of its Subsidiaries, except (iA) as may be required under in connection with the applicable requirements, if any, of the HSR Act and any other applicable Antitrust LawsAct, (iiB) pursuant to the applicable requirements of any federal or state securities Laws, the Securities Act and the Exchange Act (including compliance a Schedule 13D with regard to the Company Stockholders Agreement in accordance with the Exchange Act Act) and the rules and regulations promulgated thereunderNNM, (iiiC) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (D) as may be required by any applicable state securities laws, (E) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the DGCL antitrust or competition laws of any foreign country or (ivF) where the applicable requirements of NASDAQfailure to obtain such consent, (c) modifyapproval, violate, conflict withauthorization or permit, or to make such registration, filing or notification, would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time lien or otherwise, would constitute a default other charge or give rise to any such rightencumbrance) under any of the terms, conditions or provisions of any Material Contract indenture, note, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (dor rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) result as to which requisite waivers or consents have been obtained or which, individually or in the creation aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or imposition of any Lien on any asset adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any of its Subsidiaries (other than Permitted Liens authorizations, consents, approvals or one created by Parent licenses currently in effect which, individually or Acquisition Sub) in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company; or (ev) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this SECTION 5.2(F) are duly and timely obtained or made, violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which to any of their respective assets are boundassets, except as, in the case of clauses (b) through (e), for violations which would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Open Market Inc), Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Open Market Inc)
Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company, nor performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated herebyhereby do not and will not, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body, except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL DGCL, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (ed), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterially delay the consummation of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Raptor Pharmaceutical Corp), Agreement and Plan of Merger (Horizon Pharma PLC)
Consents and Approvals; No Violation. None of Except as would not have a Parent Material Adverse Effect the execution, execution and delivery or performance of this Agreement by the CompanyParent or Merger Sub, nor Parent’s and Merger Sub’s performance of and compliance with their respective covenants and obligations hereunder and the consummation of the transactions contemplated herebyhereby do not and will not, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and or under any other applicable Antitrust LawsLaw, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of or loss of any provisions benefit under any provision of, or require any consent, waiver notice or approval Consent or result in constitute a change of control or default (or give rise to any right of termination, cancellation, modification modification, vesting or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective properties or assets may be are bound, (d) or result in the creation loss of a material benefit or imposition of rights under any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) such Contract, or (ed) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets or properties are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endo, Inc.), Agreement and Plan of Merger (Endo International PLC), Agreement and Plan of Merger (Biospecifics Technologies Corp)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificates of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Guarantor (solely with respect to this Article IV and Section 9.12), Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) for the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, thereunder or (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) for the applicable requirements of NASDAQunder the DGCL, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval under or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation, modification or acceleration or any event thatacceleration) under, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which the Company Parent or any of its Subsidiaries Merger Sub or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not(c) and (d) for any of the foregoing that are not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Square D Co), Agreement and Plan of Merger (Juno Lighting Inc), Agreement and Plan of Merger (Fremont Partners Lp)
Consents and Approvals; No Violation. None Except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Merger Sub to perform their respective covenants and obligations this Agreement and the executionCVR Agreement (if applicable) and consummate the Transactions, the execution and delivery or performance of this Agreement and the CVR Agreement (if applicable) by Parent or Merger Sub, the Company, nor performance by Xxxxxx and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation of the transactions contemplated hereby, Transactions do or not and will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQNASDAQ and the NYSE, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective properties or assets may be are bound, (d) or result in the creation loss of a material benefit or imposition of rights under any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) such Contract, or (ed) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets or properties are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the Company’s performance of and compliance with its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or under any other applicable Antitrust LawsLaw, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of or loss of any benefit under any provisions of, or require any consent, waiver notice or approval Consent or constitute a change of control or result in a default (or give rise to any right of termination, cancellation, modification modification, vesting or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endo, Inc.), Agreement and Plan of Merger (Endo International PLC), Agreement and Plan of Merger (Biospecifics Technologies Corp)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (bii) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act and any other applicable Antitrust LawsACT"), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderDGCL, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be boundbound except as disclosed in Section 4.07(iii) of the Disclosure Letter, (div) result in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any material asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) Subsidiaries, or (ev) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses clause (bii), (iii), (iv) through and (ev), for any such consent the absence of which, or lien or violation the creation of which, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dep Corp), Agreement and Plan of Merger (Dep Corp), Agreement and Plan of Merger (Henkel Acquisition Corp Ii)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate its Certificate of incorporation Incorporation or bylaws by-laws; (ii) require any consent, approval, authorization or equivalent governing documents) permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (iA) as may be required under in connection with the applicable requirements, if any, of the HSR Act and any other applicable Antitrust LawsAct, (iiB) pursuant to the applicable requirements of any federal or state securities Lawsthe Securities Act, including compliance with the Exchange Act and the rules and regulations promulgated thereunderNNM, (iiiC) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (D) as may be required by any applicable state securities laws, (E) such filings, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the DGCL antitrust laws of any foreign country or (ivF) where the applicable requirements of NASDAQfailure to obtain such consent, (c) modifyapproval, violate, conflict withauthorization or permit, or to make such registration, filing or notification, could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iii) result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time lien or otherwise, would constitute a default other charge or give rise to any such rightencumbrance) under any of the terms, conditions or provisions of any Material Contract indenture, note, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (dor rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) result as to which requisite waivers or consents have been obtained or which, individually or in the creation aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company or imposition of any Lien on any asset adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any of its Subsidiaries (other than Permitted Liens authorizations, consents, approvals or one created by Parent licenses currently in effect which, individually or Acquisition Sub) in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company; or (ev) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.2(f) are duly and timely obtained or made, violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which to any of their respective assets are boundassets, except as, in the case of clauses (b) through (e), would notfor violations which could not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rowecom Inc), Agreement and Plan of Merger and Reorganization (Divine Inc)
Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by the Company, nor the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, hereby do or not and will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice, waiver, payment of a penalty or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do hereby nor compliance by Parent or Merger Sub with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required (i) under the HSR Act and any other applicable Antitrust LawsAct, (ii) to be in compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) for the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) to be in compliance with the applicable requirements of NASDAQany stock exchange on which Parent’s securities are listed, (c) modify, violate, conflict with, or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or other change of any right or obligation or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (ed), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated hereby. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zeneca, Inc.), Agreement and Plan of Merger (ZS Pharma, Inc.)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or Transactions will (a) subject to the receipt of the Company Stockholder Approval, violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable Antitrust LawsLaw, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderfiling with the SEC of a proxy statement relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement”), (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware, and the filing of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) subject to the receipt of the Company Stockholder Approval and assuming compliance with the requirements set forth in (b)(i) through (b)(iv) of this Section 3.6 and the accuracy of the representation set forth in the first sentence of Section 4.6, violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of the Company to fulfill its obligations under this Agreement or consummate the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
Consents and Approvals; No Violation. None of Neither the execution, delivery or and performance of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, do or nor the compliance by the Company with any of the provisions hereof will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or other similar governing documents of any of its the Company’s Subsidiaries, (b) require any Permit material consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQEntity”), (c) modify, violate, conflict with, or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or loss or reduction of any rights (or give rise to any right of termination, cancellation, modification or acceleration acceleration, or trigger any requirement or option for additional consideration, or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or loss or reduction of any rights or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order (as defined below) applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, (i) in the case of each of clauses (ba) through (with respect to the Company’ Subsidiaries), (c), (d) and (e)) of this Section 3.04, would notfor such violations, conflicts, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company to perform its covenants or obligations under this Agreement, (ii) in the case of each of clauses (b), (c), (d) and (e) of this Section 3.04, (A) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (published in the Official Journal of the European Union on January 29, 2004 at L 24/1) (the “EC Merger Regulation”) or any other applicable federal, state or foreign Law, Order or other legal restraint designed to govern foreign investment, competition or prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (B) the applicable requirements of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”), (C) the filing and recordation of appropriate merger documents as required by the Corporation Law, or (D) the applicable requirements of the New York Stock Exchange, and (iii) in the case of each of clauses (b), (c), (d) and (e) of this Section 3.04, for such violations, conflicts, breaches, defaults or Liens as may arise as a result of facts or circumstances relating to Parent or its Affiliates (as defined below) or Laws or contracts binding on Parent or its Affiliates, in each case of this clause (iii), that are not known to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Motorola Mobility Holdings, Inc)
Consents and Approvals; No Violation. None of Neither the execution, delivery or and performance of this Agreement by the CompanyParent or Merger Sub, nor the consummation of the transactions contemplated hereby, do or nor the compliance by Parent and Merger Sub with any of the provisions hereof will (a) violate or conflict with or result in any breach of any provision of the respective certificate certificates of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or Merger Sub or any of its their respective Subsidiaries, (b) require any Permit material consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQEntity, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or loss or reduction of any rights (or give rise to any right of termination, cancellation, modification or acceleration acceleration, or trigger any requirement or option for additional consideration, or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or loss or reduction of any rights or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) Subsidiaries, or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except as, in the case of each of clauses (ba) through (with respect to Parent’s Subsidiaries), (c), (d) and (e)) of this Section 4.04, would notfor such violations, conflicts, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse EffectEffect or prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of Parent to perform its covenants or obligations under this Agreement, (ii) in the case of each of clauses (b), (c), (d) and (e) of this Section 4.04, (A) as may be required under any applicable Antitrust Law, (B) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (C) the filing and recordation of appropriate merger documents as required by the Corporation Law, (D) the applicable requirements of the New York Stock Exchange or the NASDAQ, and (iii) in the case of each of clauses (b), (c), (d) and (e) of this Section 4.04, for such violations, conflicts, breaches, defaults or Liens as may arise as a result of facts or circumstances relating to the Company or its Affiliates or Laws or contracts binding on the Company and its Subsidiaries, in each case under this clause (ii), that is not known to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Motorola Mobility Holdings, Inc)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do hereby nor compliance by Parent or Merger Sub with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) compliance with the applicable requirements of NASDAQthe New York Stock Exchange, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company Parent or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), (c) and (d) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated hereby. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt PLC), Agreement and Plan of Merger (Cadence Pharmaceuticals Inc)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Target nor the consummation of the transactions contemplated hereby, hereby do or will will, so long as the required approval of Target’s shareholders is obtained prior to the Effective Time, (ai) violate or conflict with or result in any breach of any provision of the respective certificate Articles of incorporation Incorporation or bylaws Bylaws of Target or similar governing documents of any Subsidiary of Target; (or equivalent governing documents) of the Company or any of its Subsidiaries, (bii) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority governmental or regulatory authority, except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate Articles of Merger as required by (or similar document) pursuant to the NRS and the DGCL or (iv) where the applicable requirements of NASDAQfailure to obtain such consent, (c) modifyapproval, violate, conflict withauthorization or permit, or to make such filing or notification, would not individually or in the aggregate result in a breach of any provisions of, or require any consent, waiver or approval Material Adverse Effect; (iii) conflict with or result in a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions or provisions of any Material Contract note, license, agreement or other instrument or obligation to which the Company Target or any of its Subsidiaries is a party or by which the Company Target, any of its Subsidiaries or any assets of Target or any of its Subsidiaries may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target, any of its Subsidiaries or any of their respective assets may be bound, (d) or result in the creation any suspension, revocation, impairment, forfeiture or imposition nonrenewal of any Lien on license, or right to effect any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundsuch action, except as, in where the case of clauses (b) through (e), failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc), Agreement and Plan of Merger (Platinum Energy Resources Inc)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby nor compliance by the Company with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or any of its SubsidiariesCompany, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the U.S. Food and Drug Administration (“FDA”)), agency, commission, tribunal or body (a “Governmental Authority Entity”) except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and any other applicable Antitrust LawsAct”), (ii) compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) compliance with the applicable requirements of NASDAQthe NASDAQ Global Market, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind (collectively, “Liens”) on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition SubMerger Sub pursuant to the Debt Financing and other than Permitted Liens) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective its assets are bound, except as, in the case of clauses (b), (c), (d) through and (e), as have not had and would notnot reasonably be expected to result in, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cadence Pharmaceuticals Inc), Agreement and Plan of Merger (Mallinckrodt PLC)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificates of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL or (iv) the applicable requirements of NASDAQCorporation Law, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation violate any order, writ, injunction, decree, statute, rule or imposition of any Lien on any asset of the Company regulation applicable to Parent or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition including Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (3m Co), Agreement and Plan of Merger (Cuno Inc)
Consents and Approvals; No Violation. None of Neither the execution, delivery or and performance of this Agreement by the Company, Parent or Acquisition Sub nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesAcquisition Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL DGCL, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any notice, consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Acquisition Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Acquisition Sub) or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), as would not, individually or in the aggregate, would not reasonably be expected to, prevent, materially delay or materially impair the ability of Parent or Acquisition Sub to have a Company Material Adverse Effectconsummate the Merger or the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Receptos, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
Consents and Approvals; No Violation. None of Neither the execution, delivery or and performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any notice, consent, waiver or approval or result in a default or loss of any material rights (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition SubLiens) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Receptos, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
Consents and Approvals; No Violation. None Except as set forth on the Disclosure Schedule, and except for any required approval of the Merger by the stockholders of the Company and the filing of the Delaware Certificate of Merger in accordance with the DGCL, neither the execution, delivery or and performance of this Agreement by the Company, Company nor the consummation by it of the transactions contemplated hereby, do or hereby and thereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) By-Laws of the Company or any of its Subsidiaries, Company; (bii) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority governmental or regulatory authority, except (iA) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance in connection with the Exchange Act and (B) where the rules and regulations promulgated thereunderfailure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect; (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in constitute a breach of any provisions of, or require any consent, waiver or approval or result in a default (under, or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration or any event thatunder, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, indenture, license, contract, agreement (including, without limitation, the Stock Purchase Agreement) or other instrument or obligation of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result except for any such breach, default or right as to which requisite waivers or consents have been obtained or which, in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) aggregate, would not have a Material Adverse Effect; or (eiv) assuming compliance with the DGCL, violate any Law order, writ, injunction, judgment, decree, law, statute, rule, regulation or Order governmental permit or license applicable to the Company or any of its Subsidiaries or by assets, which any of their respective assets are bound, except as, in the case of clauses (b) through (e), violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxserv Inc), Agreement and Plan of Merger (Sears Roebuck & Co)
Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by Parent or Acquisition Sub, the Company, nor performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent of the transactions contemplated herebyhereby do not and will not, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate governing documents of incorporation Parent or bylaws (or equivalent governing documents) of the Company or any of its SubsidiariesAcquisition Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL or (iv) the applicable requirements of NASDAQDGCL, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material material Contract or obligation to which the Company Parent or Acquisition Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Acquisition Sub) or by which any of their respective assets are bound, except as, in the case cases of clauses (b) through (ed), such violations, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, or materially impair or delay, the ability of either Parent or Acquisition Sub to consummate the Merger or the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Authority Entity”) except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and any other Act”) or applicable foreign antitrust or competition laws (“Foreign Antitrust Laws”), (ii) for the applicable requirements of any federal or state securities Laws, including compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, thereunder and (iii) for the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL or (iv) the applicable requirements of NASDAQDGCL, (c) modifyexcept as set forth on Section 4.04(c) of the Disclosure Letter, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien of any kind on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Minrad International, Inc.)
Consents and Approvals; No Violation. None of the execution, delivery or performance of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) I violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e)I, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mill Road Capital II, L.P.)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or Transactions will (a) subject to the receipt of the Company Stockholder Approval, violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderfiling with the SEC of a proxy statement relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement”), (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) subject to the receipt of the Company Stockholder Approval, violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shockwave Medical, Inc.)
Consents and Approvals; No Violation. Except for (a) applicable requirements of the Exchange Act, (b) filings with various state blue sky authorities and (c) filing and recordation of appropriate merger documents as required by the DGCL and the corporate law of the other states in which the Company and ISPH are qualified to do business, no filing with or notice to, and no permit, authorization, consent or approval of, any public body or Governmental Entity, the absence of which would be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect on ISPH is necessary for the execution and delivery by ISPH of this Agreement or the consummation by ISPH of the transactions contemplated by this Agreement. None of the execution, delivery or and performance by ISPH of this Agreement nor consummation by the Company, nor the consummation ISPH of the transactions contemplated hereby, do or hereby nor compliance by ISPH with any of the provisions hereof will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsISPH, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without due notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration or any event thatacceleration) under, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, indenture, license, lease agreement or other instrument or obligation to which the Company or any of its Subsidiaries ISPH is a party or by which the Company ISPH or any of its Subsidiaries properties or any of their respective assets may be boundbound or (iii) violate any order, (d) result in the creation writ, injunction, decree, statute, rule or imposition of any Lien on any asset of the Company regulation applicable to ISPH or any of its Subsidiaries (other than Permitted Liens properties or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundassets, except as, in the case of with respect to clauses (bii) through and (eiii), would notsuch violations, breaches or defaults which, either individually or in the aggregate, would not be reasonably be expected to have a Company Material Adverse EffectEffect on ISPH.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Specialty Products Inc /New/)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Articles of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL or (iv) the applicable requirements of NASDAQMBCA, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation violate any order, writ, injunction, decree, statute, rule or imposition of any Lien on any asset of the Company regulation applicable to Parent or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition including Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Security Agreement (Ats Medical Inc)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement and each Transaction Document to which any of the Seller Parties is a party by the CompanySeller Parties nor the performance by the Seller Parties of their respective obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) By-Laws of the Company or any of its SubsidiariesCompany, (bii) except as set forth on SCHEDULE 4.6, require any Permit consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAuthority, (iii) the filing of the Certificate of Merger except as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modifyset forth on SCHEDULE 4.6, violate, breach, be in conflict withwith or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in a breach the termination of, the acceleration of any provisions the maturity of, or require the acceleration of the performance of any consentobligation of the Company or the Sellers, waiver or approval any of them, or cause an indemnity payment to be made by the Company under, or result in a default (the creation or give rise to imposition of any right lien upon any properties, assets or business of terminationthe Company under, cancellationany note, modification bond, indenture, mortgage, deed of trust, lease, franchise, permit authorization, license, contract, instrument or acceleration other agreement or commitment or any event thatorder, with the giving of notice, the passage of time judgment or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation decree to which the Company or the Sellers, or any of its Subsidiaries them, is a party or by which the Company or any of its Subsidiaries the Sellers or any of their respective assets may be boundor properties is bound or encumbered, (d) result in or give any Person the creation right to require the Company to purchase or imposition repurchase any notes, bonds or instruments of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) kind, or (eiv) violate any Law order, writ, injunction, decree, law, statute, rule or Order regulation applicable to the Company or the Sellers, or any of its Subsidiaries them, or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually properties or in the aggregate, reasonably be expected to have a Company Material Adverse Effectassets.
Appears in 1 contract
Consents and Approvals; No Violation. None Assuming the accuracy of the executionrepresentation set forth in the first sentence of Section 4.5 and subject to receipt of the Required Company Stockholder Approval, neither the execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be boundContract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of the Company to fulfill its obligations under this Agreement or consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Momenta Pharmaceuticals Inc)
Consents and Approvals; No Violation. None (a) Except as set forth in SECTION 3.5 of the executionCompany Letter, the execution and delivery or performance of this Agreement by the Companydo not and will not, nor and the consummation of the transactions contemplated herebyhereby and compliance with the provisions hereof will not, do conflict with, result in any violation or will breach of, or default (awith or without notice or lapse of time, or both) violate under, or conflict with give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in any breach the creation of any provision Lien upon any of the respective certificate of incorporation properties or bylaws (or equivalent governing documents) assets of the Company or any of its SubsidiariesSubsidiaries under (any of the foregoing being a "VIOLATION"), (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under any provision of the HSR Act and any other applicable Antitrust LawsCompany Charter or the Company Bylaws, (ii) any provision of the applicable requirements comparable charter or organization documents of any federal or state securities Laws, including compliance with of the Exchange Act and the rules and regulations promulgated thereunderCompany's Subsidiaries, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the any Contract applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result properties or assets. Except as set forth in the creation or imposition of any Lien on any asset SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any of its Subsidiaries (other than Permitted Liens Governmental Entity is required by or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by which any of their respective assets are boundthis Agreement, except asfor (i) in connection, in the case of clauses (b) through (e), would not, individually or in compliance, with the aggregateprovisions of the HSR Act, reasonably (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be expected to have a Company Material Adverse Effectrequired in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
Appears in 1 contract
Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company, nor performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated herebyhereby do not and will not, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body, except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL DGCL, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions of, or require any notice, consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (ed), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectthat would reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby nor compliance by the Company with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or the organizational documents of any of its the Company’s Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the U.S. Food and Drug Administration (“FDA”)), agency, commission, tribunal or body (each, a “Governmental Authority Entity”) except (i) as may be required (i) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and any other applicable Antitrust LawsAct”), (ii) to be in compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) for the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) to be in compliance with the applicable requirements of NASDAQThe NASDAQ Global Market, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or other change of any right or obligation, payment obligation or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture, Permit or other instrument or obligation to which the any Company or any of its Subsidiaries Entity is a party or by which the any Company Entity or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind (collectively, “Liens”) on any asset of the any Company or any of its Subsidiaries Entity (other than Permitted Liens or one created by Parent or Acquisition SubLiens) or (e) violate any Law or Order applicable to the any Company or any of its Subsidiaries Entity or by which any of their respective its assets are bound, except as, in the case of clauses (b) through (e), inclusive, as have not had and would notnot reasonably be expected to result in, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by the Company, nor the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, hereby do or not and will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger appropriate merger documents as required by the DGCL DGCL, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any notice, consent, waiver or approval or result in a default or loss of any material rights (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be boundContract, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Merger Sub) ), or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. None Assuming the accuracy of the executionrepresentation set forth in the first sentence of Section 4.5, neither the execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign Antitrust Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions ofof or loss of any benefit under, or require any consent, waiver or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a breach or default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be boundContract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and have not had and would not, individually or in the aggregate, reasonably be expected to have a Company Impairment Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.)
Consents and Approvals; No Violation. None of Except as would not, individually or in the executionaggregate, delivery reasonably be expected to prevent, materially delay or performance of this Agreement by the Company, nor materially impair the consummation of the transactions contemplated herebyhereby or the ability of Parent or Merger Sub to fulfill its obligations hereunder, the execution and delivery of this Agreement by Parent or Merger Sub, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby do or not and will not, (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware, or (iv) the applicable requirements of NASDAQNASDAQ and the New York Stock Exchange, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective properties or assets may be are bound, (d) or result in the creation loss of a material benefit or imposition of rights under any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) such Contract, or (ed) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets or properties are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Momenta Pharmaceuticals Inc)
Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by Parent and Merger Sub, the Company, nor performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated herebyhereby do not and will not, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body, except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iiiii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL or DGCL, (iii) as may be required under the applicable requirements of NASDAQ and (iv) the applicable requirements submission of NASDAQa Joint Notice to CFIUS pursuant to Exon-Xxxxxx and the CFIUS Approval, (c) modify, violate, conflict with, with or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (ed), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterially delay the consummation of the transactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate articles of incorporation (or other similar document) or bylaws (or equivalent governing documentsother similar document) of the Company or any of its Subsidiaries, ; (bii) require any Permit consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Authority governmental or regulatory authority, in each case, by or on behalf of the Company or any of its Subsidiaries, except (iA) pursuant to the applicable requirements of the Securities Act and the Exchange Act and the NNM, (B) the filing of the Articles of Merger pursuant to the TBCA and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (C) as may be required under the HSR Act and by any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Lawslaws, including compliance with or (D) where the Exchange Act and failure to obtain such consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably be expected to, individually or in the rules and regulations promulgated thereunderaggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time lien or otherwise, would constitute a default other charge or give rise to any such rightencumbrance) under any of the terms, conditions or provisions of any Material Contract indenture, note, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (dexcept as disclosed in SECTION 5.2(f) result in the creation or imposition of any Lien on any asset of the Company Disclosure Schedule and except for such violations, breaches and defaults (or rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any of its Subsidiaries (other than Permitted Liens authorizations, consents, approvals or one created by Parent licenses currently in effect that, individually or Acquisition Sub) in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company; or (ev) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this SECTION 5.2(f) are duly and timely obtained or made, violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which to any of their respective assets are boundassets, except as, in the case of clauses (b) through (e), for violations that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement and each Transaction Document to which any of the Seller Parties is a party by the CompanySeller Parties nor the performance by the Seller Parties of their respective obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby, do or hereby and thereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Organization or bylaws (or equivalent governing documents) By-Laws of the Company or any of its SubsidiariesCompany, (bii) except as set forth on Schedule 4.7, require any Permit consent, waiver, approval, authorization, novation or permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAuthority, (iii) the filing of the Certificate of Merger except as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modifyset forth on Schedule 4.7, violate, breach, be in conflict with, require notice under, or constitute a default under (with notice or lapse of time or both) or result in, or permit the termination of the acceleration of the maturity, or the performance of any obligation of the Company or the Sellers, or any of them, or cause an indemnity payment to be made by the Company under, or result in a breach the creation or imposition of any provisions oflien upon any properties, assets or require business of the Company under, any consentnote, waiver bond, indenture, mortgage, deed of trust, lease, franchise, permit authorization, license, contract, instrument or approval other agreement or result in a default (or give rise to any right of termination, cancellation, modification or acceleration commitment or any event thatorder, with the giving of notice, the passage of time judgment or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation decree to which the Company or the Sellers, or any of its Subsidiaries them, is a party or by which the Company or any of its Subsidiaries the Sellers or any of their respective assets may be boundor properties is bound or encumbered, (d) result in or give any Person the creation right to require the Company to purchase or imposition repurchase any notes, bonds or instruments of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) kind, or (eiv) violate any Law order, writ, injunction, decree, law, statute, rule or Order regulation applicable to the Company or the Sellers, or any of its Subsidiaries them, or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually properties or in the aggregate, reasonably be expected to have a Company Material Adverse Effectassets.
Appears in 1 contract
Consents and Approvals; No Violation. None Assuming the accuracy of the executionrepresentation set forth in the first sentence of Section 5.6, neither the execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its SubsidiariesCompany, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be boundContract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective its assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violation. None No filing or registration with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation of the execution, transactions contemplated by this Agreement. Neither the execution and delivery or performance of this Agreement by the CompanyAgreement, nor the consummation of the transactions contemplated hereby, do nor the compliance by any of X'Xxxxx, LFI or will OFP with any of the provisions hereof will, as of the Closing Date, (a) violate or conflict with or result in any breach of any provision of the respective certificate Articles of incorporation Incorporation of LFI or bylaws (the Bylaws of LFI or equivalent governing documents) the Articles of the Company or any Limited Partnership and Certificate of its SubsidiariesLimited Partnership, as amended, of OFP, (b) require any Permit result in a violation or breach of, or filing constitute (with or notification to, any Governmental Authority except (iwithout due notice or lapse of time or both) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which the Company or any of its Subsidiaries X'Xxxxx, LFI or OFP is a party or by which the Company or any of its Subsidiaries X'Xxxxx, LFI or OFP or any of their respective properties or assets may be bound, (c) give rise to any lien, charge or other encumbrance on any of the Assets or the Stock, or (d) result in the creation violate any law, regulation, judgment, order, writ, injunction or imposition decree applicable to any of any Lien on any asset of the Company X'Xxxxx, LFI, LFM (as hereinafter defined) or OFP or any of its Subsidiaries (other than Permitted Liens the Assets or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectStock.
Appears in 1 contract
Samples: Purchase Agreement (Acr Group Inc)
Consents and Approvals; No Violation. None of Neither the execution, delivery or and performance of this Agreement by the CompanyParent or Merger Sub, nor the consummation of the transactions contemplated hereby, do or nor the compliance by Parent and Merger Sub with any of the provisions hereof will (a) violate or conflict with or result in any breach of any provision of the respective certificate articles of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or Merger Sub or any of its their respective Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQEntity, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or loss or reduction of any rights (or give rise to any right of termination, cancellation, modification or acceleration acceleration, or trigger any requirement or option for additional consideration, or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or loss or reduction of any rights or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) Subsidiaries, or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except as, (i) in the case of each of clauses (bc), (d) through and (e)) of this Section 4.4, would notfor such violations, conflicts, breaches, defaults or Liens which, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Company Parent Material Adverse Effect, (ii) in the case of each of clauses (b), (c), (d) and (e) of this Section 4.4, (A) as may be required under any applicable Antitrust Law, (B) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (C) the filing and recordation of appropriate merger documents as required by the OBCA, or (D) the applicable requirements under the DPA, including the CFIUS Approval (as defined below) and (iii) in the case of each of clauses (b), (c), (d) and (e) of this Section 4.4, for such violations, conflicts, breaches, defaults or Liens as may arise as a result of facts or circumstances relating to the Company or its Affiliates or Laws or contracts binding on the Company and its Subsidiaries.
Appears in 1 contract
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the FDA), agency, commission, tribunal or body (a “Governmental Authority Entity”) except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, (iiiii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL Corporation Law or (iviii) the applicable requirements of NASDAQthe NASDAQ Global Market and NASDAQ Capital Market, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Merger Sub) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Restore Medical, Inc.)
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby nor compliance by the Company with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or any organizational or governing documents of its Subsidiariesany Subsidiary of the Company, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the U.S. Food and Drug Administration (“FDA”)), agency, commission, tribunal or body (a “Governmental Authority Entity”) except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and any other applicable Antitrust LawsAct”), (ii) compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) compliance with the applicable requirements of NASDAQthe NASDAQ Global Market, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries the Company is a party or by which the Company, any Subsidiary of the Company or any of its Subsidiaries or any of their respective assets assets, properties or rights may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind (collectively, “Liens”) on any asset asset, property or right of the Company or any Subsidiary of its Subsidiaries the Company (other than Permitted Liens or one created by Parent or Acquisition SubMerger Sub pursuant to any Financing and other than Permitted Liens) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any Subsidiary of its Subsidiaries the Company or by which any of their respective assets assets, properties or rights are bound, except as, in the case of clauses (b), (c), (d) through and (e), as have not had and would notnot reasonably be expected to result in, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Durata Therapeutics, Inc.)
Consents and Approvals; No Violation. None Except for filings as may be required by the HSR Act or as otherwise set forth on SCHEDULE 2.4, no filing or registration with, no notice to, or consent or approval of any third party, including, but not limited to, any Governmental Authority, creditor or other Person in a contractual relationship with the executionCompany or any Subsidiary, is necessary in connection with the execution and delivery or performance of this Agreement by the Company, nor the performance of its obligations hereunder, or the consummation of the transactions contemplated hereby. Except as set forth on SCHEDULE 2.4, the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, do or the compliance by the Company with any of the provisions hereof will not, as of the Closing Date, (ai) violate or conflict with or result in any breach of violate any provision of the respective certificate Certificate or Articles of incorporation Incorporation or bylaws (Bylaws or equivalent governing documents) other Organizational Document of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsSubsidiary, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without due notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties or assets may be bound, (diii) violate or conflict with any provision of any Governmental Authorization or Legal Requirement binding upon the Company or any Subsidiary; or (iv) result in in, or require, the creation or imposition of, any Encumbrance upon or with respect to any of any Lien on any asset of the properties now owned or used by the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSubsidiary.
Appears in 1 contract
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificates of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) for the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) for the filing of the Certificate of Merger as required by applicable requirements under the DGCL or (iv) where the applicable requirements of NASDAQfailure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have, individually or in the aggregate, a Parent Material Adverse Effect, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval under or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation, modification or acceleration or any event thatacceleration) under, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which the Company Parent or any of its Subsidiaries Merger Sub or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not have, individually or in the aggregate, a Parent Material Adverse Effect or (d) result in the creation violate any order, writ, injunction, decree, statute, rule or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by regulation applicable to Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries Merger Sub or by which any of their respective assets are bound, except as, in the case of clauses (b) through and (e), would notc) for any of the foregoing that are not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, such Stockholder nor the consummation of the transactions contemplated hereby, do or compliance by such Stockholder with any provisions herein will (a) violate if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiariessuch Stockholder, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) to be in compliance with the applicable requirements of any federal or state securities Lawsthe Securities Act, including compliance with the Exchange Act or any other state or federal securities laws and the rules and regulations promulgated thereunder, thereunder (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ“Securities Laws”), (c) modify, violate, conflict with, or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or other change of any right or obligation or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries such Stockholder is a party or by which the Company such Stockholder or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien Liens on any asset of the Company or any of its Subsidiaries such Stockholder (other than Permitted Liens or one created by Parent or Acquisition SubLiens) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries such Stockholder or by which any of their respective its assets are bound, except as, in the case of each of clauses (ba) through (e), ) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay such Stockholder’s ability to timely perform its obligations under this Agreement.
Appears in 1 contract
Consents and Approvals; No Violation. None of (a) Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company, (or equivalent governing documentsii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (iii) of subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any order, writ, injunction, decree, judgment, determination, requirement, award, stipulation, statute, rule or regulation of any Governmental Entity ("LAW") applicable to the Company or any of its Subsidiaries, (b) require Subsidiaries or by which any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereundertheir respective assets are bound, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions of, or require any consent, waiver or approval under, or result in a default (or give rise to any right of termination, cancellation, modification or acceleration (or any an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under under, any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, lease, license, agreement, contract, indenture or other instrument or obligation ("CONTRACT") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be are bound, or (div) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundSubsidiaries, except as, in the case of clauses (b) through (eii), (iii) and (iv), as would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do hereby nor compliance by Parent or Merger Sub with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) compliance with the applicable requirements of NASDAQthe New York Stock Exchange, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets assets, properties or rights may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company Parent or any of its Subsidiaries or by which any of their respective assets assets, properties or rights are bound, except as, in the case of clauses (b) through (e), (c) and (d) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated hereby. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Durata Therapeutics, Inc.)
Consents and Approvals; No Violation. None of Except as would not, individually or in the executionaggregate, delivery reasonably be expected to prevent, materially delay or performance of this Agreement by the Company, nor hinder the consummation of the transactions contemplated hereby, the execution and delivery of this Agreement by Parent or Merger Sub, the performance by Xxxxxx and Xxxxxx Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby do or not and will not, (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
Consents and Approvals; No Violation. None Assuming the accuracy of the executionrepresentation set forth in the first sentence of Section 4.6, neither the execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its SubsidiariesCompany, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be boundContract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective its assets are boundbound (assuming receipt of the Stockholder Approval), except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prometheus Biosciences, Inc.)
Consents and Approvals; No Violation. None of Except as set forth in the executionnext sentence, the execution and delivery or performance of this Agreement by the Companydo not, nor and the consummation of the transactions contemplated herebyhereby and compliance with the provisions hereof will not, do result in any violation of, or will default (with or without notice or lapse of time, or both) under, or give to others a right of termination or cancellation of any right of the Company or acceleration of any obligation of the Company or result in the loss of a benefit to the Company under, or result in the creation of any Lien upon any of the properties or assets of the Company under, any provision of (a) violate the Company Charter, (b) any Material Contract, or conflict with (c) any judgment, order, decree, statute, law, ordinance, rule or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of regulation applicable to the Company or any of its Subsidiariesproperties or assets, other than, with respect to clauses (b) require and (c), for any Permit ofsuch violations, defaults, losses or other occurrences that, individually or in the aggregate, are not material. No filing or registration with, or filing with authorization, consent or notification toapproval of, any Governmental Authority Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except (i) as may be required under in connection, or in compliance, with the provisions of the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) any filings, authorizations, orders and approvals required by the DGCL under foreign antitrust, securities or similar laws, (iv) under the Exchange Act, (v) for compliance with any applicable requirements under any stock exchange and (vi) such other consents, orders, authorizations, registrations, declarations, approvals and filings that will be obtained prior to the Effective Time or the failure of NASDAQ, (c) modify, violate, conflict with, which to be obtained or result in a breach made would not impair the ability of any provisions of, the Company to perform its obligations hereunder or require any consent, waiver or approval or result in a default (or give rise to any right prevent the consummation of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecttransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fargo Electronics Inc)
Consents and Approvals; No Violation. None of Neither the execution, execution and ------------------------------------ delivery or performance of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach or violation of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or any of its Subsidiaries, or (bii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, consent, approval, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other 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, lease, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or to which the Company, its Subsidiaries or any of their properties or assets may be subject, or (iii) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (iA) as may be required pursuant to the Exchange Act, (B) filing of a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements termination or expiration of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated waiting periods thereunder, (iiiD) the filing filings required under applicable antitrust laws of the Certificate of Merger as required by the DGCL any foreign country, or (ivE) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, filings necessary to comply with state securities or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect."blue sky" laws. 4.6
Appears in 1 contract
