Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.
Appears in 2 contracts
Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Algos Pharmaceutical Corp)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Scheduleany waiting periods thereunder have terminated or expired, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of any a benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company the By-Lawslaws of the Company, (b) any loan Material Contract, or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other thanexcept, in the case of (A) with respect to clauses (b) and (c), (c) or (d), for any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges losses or encumbrances thatother occurrences which would not, individually or in the aggregate, would not have a Material Adverse Effect on the Companyand (B) with respect to clause (b), or prevent or materially delay the consummation of any those consents listed in Section 3.4(b) of the transactions contemplated hereby or therebyCompany Letter. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedulethis Agreement, (iv) State Takeover Approvals, (v) under the Exchange Act, (vi) any of such filings, authorizations, orders and approvals items as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Scheduleunder foreign laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Endocardial Solutions Inc)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 3.5 have been obtained and all filings and obligations described in this Section 3.5 have been made, the second sentence execution, delivery or performance of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of any a material benefit under, or result in the creation of any lienLien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (ai) the Company Charter or Company the By-Lawslaws of the Company, (bii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) except as set forth in Section 3.5 of the Company Letter, any loan or credit agreement, note, bond, xxxx xxxxmortgage, leaseindenture, indenture lease or other contract, agreement, instrument, permit, concession, franchise or license (including any of the Company Merchant Contracts) applicable to the Company, (c) Company or any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA of its Subsidiaries or (div) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assetsassets (including any of the Company Merchant Contracts), other than, in the case of clauses (b), (ciii) or (div), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances Liens that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity Entity, Card Association or any other Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction AgreementsMerger, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedulethis Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws Blue Sky Laws or the New York Stock Exchange, (vi) as may be required under foreign laws, (vii) such filings, authorizations and approvals under the NASDAQ Composite Index Change in Bank Control Act, (viii) such filings, authorizations and approvals under the Utah Statute, (ix) such filings, authorizations and approvals under Section 4 of the Bank Holding Company Act, and (vix) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulehereby.
Appears in 1 contract
Samples: Merger Agreement (First Data Corp)
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the (a) The execution and delivery of this Agreement by the Transaction Agreements do Company does not, and the performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby and by the Company will not, require the Company to obtain any consent of any Governmental Authority, except (i) for compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index HSR Act, and (viii) such other consents, orders, authorizations, registrations, declarations and filings for those consents the failure of which to be obtained or made would notnot reasonably be expected, individually or in the aggregate, have a Material Adverse Effect on to be material to the Company or prevent or prevent, materially delay or impair or make illegal the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. completed hereby.
(b) The execution and delivery of this Agreement by the Transaction Agreements do Company does not, and the performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby and will not, (i) conflict with or violate the Organizational Documents of the Company, (ii) assuming compliance with the provisions hereof and thereof will notmatters referred to in Section 5.06(a), conflict with, with or violate any Law or Order applicable to the Company as of the date hereof or (iii) result in any violation breach of, require any consent or breach other action by any Person or constitute a default (or an event that with or without due notice or lapse of time, time or bothboth would constitute a default) under, or give to others a right of cause or permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation or the loss of any benefit to which the Company is entitled under any provision of, any Contract to which the Company is a material benefit underparty, or by which the Company’s properties or assets may be bound, or (iv) result in the creation or imposition of any lien, security interest, charge or encumbrance upon Lien (other than a Permitted Lien) on any asset of the properties or assets of the Company under, any of the license agreements to which it is a partyCompany, except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, defaults, rights breaches or liens as defaults that would notnot reasonably be expected, individually or in the aggregate, have a Material Adverse Effect on to be material to the Company. All license agreements Company or prevent, materially delay or impair or make illegal the consummation of the Company are listed in Schedule 3.4 of the Company Disclosure Scheduletransactions completed hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (e.l.f. Beauty, Inc.)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws; (ii) the comparable charter or organizational documents of any of the license agreements Company's Subsidiaries; (iii) any material Contract applicable to which it is a partythe Company or any of its Subsidiaries or any of their respective properties or assets; or (iv) any judgment, except for order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (iv), any such conflicts, violations, breaches, defaults, rights rights, liens, security interests, charges or liens as encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements Company or materially impair the ability of the Company are listed to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in Schedule 3.4 connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the Securities Act and the Exchange Act; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business; (iii) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals; (iv) such filings as may be required in connection with the Taxes described in Section 5.9; (v) applicable requirements, if any, of Blue Sky Laws and Nasdaq; (vi) applicable requirements, if any, under foreign or supranational laws relating to antitrust and to competition clearances; and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or materially impair the ability of the Company Disclosure Scheduleto perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Zamba Corp)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 and in Section 3.14 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 and in Section 3.14 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof and thereof of this Agreement will not, conflict with, (a) result in any violation of, or breach or default (with or without due notice or lapse of time, or both) underunder any provision of, or give to others a right of termination, cancellation or the acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge termination or encumbrance upon any of the properties or assets of the Company under, any provision material alteration of (ai) the Company Charter or the Company By-LawsBylaws, (ii) any provision of the comparable charter or organization documents of any of the Company’s Subsidiaries, (b) result in any material violation of, or material default (with or without notice or lapse of time, or both) under any provision of, or the acceleration of any material obligation under, or the termination or material alteration of (i) any material loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or material agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, (ii) any Law applicable to the Company or any of its Subsidiaries or any of their respective material properties or assets, or (c) result in the creation or imposition of any material Lien on any asset of the Company or any of its Subsidiaries, other than: (w) Liens that are disclosed in the Company Disclosure Schedule, (x) liens for Taxes, fees, levies, duties or other governmental charges of any kind which are not yet due and payable, (y) liens for mechanics, materialmen, laborers, employees, suppliers or similar liens arising by operation of Law for amounts which are owed, but not yet delinquent, and (z) in the case of clauses real property, any matters, restrictions, covenants, conditions, limitations, rights, rights of way, encumbrances, encroachments, reservations, easements, agreements and other matters of record, such state of facts of which an accurate survey of the property would reveal (b(w), (c) or (dx), any such conflicts(y) and (z) collectively, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby“Permitted Liens”). No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the The execution, delivery and performance of the Transaction Agreements by the Company or is necessary for of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated Transactions require no action by the Transaction Agreementsor in respect of, or filing with, any Governmental Entity except for (iA) in connection, or in compliance, compliance with the provisions of the HSR Act, the Securities Act and the Exchange Act, (iiB) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (vC) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index Nasdaq, and (viD) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on is not reasonably likely to be materially adverse to the Company or any of its Subsidiaries, prohibit the Company from performing its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure ScheduleTransactions.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, Subject to obtaining ------------------------------------ approvals, authorizations the Company Shareholder Approval (if required under the DGCL) and other the taking of the actions described in the second sentence immediately succeeding sentence, the execution, delivery and performance of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements Agreement do not, and the consummation of the transactions contemplated hereby and thereby Transactions (including the changes in ownership of Securities or the composition of the Board of Directors of the Company) and compliance with the provisions hereof and thereof of this Agreement will not, conflict with, or result in any material violation of, or breach or default (with or without due notice or lapse of to time, or both) under, or give rise to others a right of termination, cancellation or acceleration of any material obligation or the loss of any a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material properties or material assets of the Company or any of its subsidiaries under, or result in the termination of, or require that any provision of consent be obtained or any notice be given with respect to, (ai) the Certificate of Incorporation or Bylaws of the Company Charter or Company By-Lawsthe comparable charter or organizational documents of any of its subsidiaries, (bii) except as set forth in Section 3.7 of the Company Disclosure Schedule, any loan or credit agreement, ---------------------------------------------- agreement note, bond, xxxx xxxxmortgage, indenture, lease, indenture license or other contract, agreement, instrument, permit, concession, franchise Contract or license Permit applicable to the CompanyCompany or any of its subsidiaries or their respective properties or assets, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (diii) any judgment, order, writ, injunction, decree, law, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assetsassets or (iv) any licenses to which the Company or any of its subsidiaries is a party, other than, in the case of clauses (bii), (ciii) or (div), any such conflicts, violations, breaches, defaults, rights, liensLiens, security interestslosses of a material benefit, charges consents or encumbrances notices that, individually or in the aggregate, would have not and could not reasonably be expected to have a Material Adverse Effect on the Company. No consent, approval, order or authorization of, or prevent registration, declaration or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration filing with, any Federal, state or authorizationlocal government or any court, consent administrative or approval ofregulatory agency or commission or other governmental authority or agency, any domestic or foreign (a "Governmental Entity Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated by the Transaction AgreementsTransactions, except for (i) in connectionthe filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, or in compliance, with as amended (the provisions of the "HSR Act, the Securities Act and the Exchange Act"), (ii) the filing with the SEC of (x) the Schedule 14D-9, (y) if required, the Proxy Statement relating to the approval by the Company's shareholders of this Agreement and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with pursuant to the Secretary of State of the State of Delaware DGCL and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would notmade, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution has not had and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give could not reasonably be expected to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxxmortgage, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of this Agreement and the Transaction Company Ancillary Agreements by the Company do not, and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the transactions contemplated by Section 5.15) and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the Company Charter or the Company Bylaws, (b) the comparable charter or organizational documents of any of the Company’s Subsidiaries, (c) any loan or credit agreement, note, bond, mortgage, indenture, guaranty, lease or other agreement, instrument, permit, concession, franchise or license agreements material to which it the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (c), any such violations, defaults, rights, liens, security interests, charges or encumbrances that are immaterial, or (d) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (d), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Company Ancillary Agreements, or prevent the consummation of any of the transactions contemplated hereby or thereby by the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is a partyrequired by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Company Ancillary Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Company Ancillary Agreements, except for (i) compliance with the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) State Takeover Approvals, (iv) such conflictsfilings as may be required in connection with the taxes described in Section 5.9, violations(v) applicable requirements, breachesif any, defaultsof Blue Sky Laws, rights (vi) applicable requirements, if any, under foreign laws and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or liens as made would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements , materially impair the ability of the Company are listed in Schedule 3.4 to perform its obligations hereunder or under the Company Ancillary Agreements, or prevent the consummation of any of the Company Disclosure Scheduletransactions contemplated hereby or thereby by the Company.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made made, and except as set forth in Schedule 3.4 of (including the Company Disclosure Schedulerequired consents, approvals, authorizations and other actions identified therein), the execution and delivery of the Transaction Agreements this Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Amended and Restated Charter or Bylaws of the Company, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license agreements applicable to which it the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) or (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is a partyrequired by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Tennessee and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such conflictsfilings and consents as may be required under any environmental, violationshealth or safety law or regulation pertaining to any notification, breachesdisclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, defaults(iv) such filings, rights authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) such filings and consents as may be required under any state or liens as foreign laws pertaining to debt collection, the issuance of payment instruments or money transmission, (vi) applicable requirements, if any, of Blue Sky Laws and the Nasdaq National Market, and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements Company or prevent the consummation of any of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.transactions contemplated hereby. 16
Appears in 1 contract
Samples: Merger Agreement (Nova Corp \Ga\)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the provisions hereof and thereof will not, conflict with, (a) result in any violation of, or breach or default (with or without due notice or lapse of time, or both) underunder any provision of, or give to others a right of termination, cancellation or the acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge termination or encumbrance upon any of the properties or assets of the Company under, any provision material alteration of (ai) the Company Charter or the Company By-LawsBylaws, (bii) any provision of the comparable charter or organization documents of any of the Company’s Subsidiaries, (iii) any loan or credit agreement, note, bond, xxxx xxxxmortgage, indenture, lease, indenture or other contract, agreementlicense, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, (iv) any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (b) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, other than, in the case of clauses (ba)(ii), (ciii) or (div) or (b), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances thatthat have not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyTransactions. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the The execution, delivery and performance of the Transaction Agreements by the Company or is necessary for of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated Transactions require no action by the Transaction Agreementsor in respect of, or filing with, any Governmental Entity except for (iA) in connection, or in compliance, compliance with the provisions of the HSR Act, the Securities Act and the Exchange Act, (iiB) applicable requirements, if any, of the German Federal Cartel Office, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (vD) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index Nasdaq, and (viE) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would notnot reasonably be likely to have, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements , materially impair the ability of the Company are listed in Schedule 3.4 to perform its obligations hereunder or prevent the consummation of any of the Company Disclosure ScheduleTransactions.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consentsExcept for the filing of a Pre-Merger Notification and Report Form by the Buyer under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XXX"), ------------------------------------ approvalsxx filing with, authorizations and other actions described in no permit, authorization, consent or approval of, any public body or authority is necessary for the second sentence consummation by the Seller of the transactions contemplated by this Section 3.4 Agreement, the failure to make or obtain which is reasonably likely to have been obtained a material adverse effect on the ability of the Seller to consummate the transactions contemplated hereby or on the business or financial condition of the Companies and all filings and obligations described in the second sentence of this Section 3.4 have been made and except Company Subsidiaries taken as a whole. Except as set forth in Schedule on Section 3.4 of the Company Seller Disclosure ScheduleLetter, neither the execution and delivery of the Transaction Agreements do not, and this Agreement nor the consummation of the transactions contemplated hereby and thereby and nor compliance by the Seller with any of the provisions hereof and thereof will not, conflict with, (I) con flict with or result in any violation ofof any provision of the certificate of incorporation, by-laws or other organizational document of the Seller or any of the Companies or Company Subsidiaries, (II) result in a default or breach or default (the creation of a Lien upon the properties or assets of any of the Companies or the Company Subsidiaries, with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of under any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, material note, bond, xxxx xxxxmortgage, leaseindenture, indenture license, benefit plan, agreement or other contract, agreement, instrument, permit, concession, franchise material instrument or license applicable obligation to which the Company, (c) any license, permit or other instrument, contract or agreement granted bySeller, or entered into with, any of the FDA Companies or the DEA Company Subsidiaries, is a party or by which any of them or any of their properties or assets is bound or (dIII) assuming the truth of the representations and warranties of the Buyer contained herein and its compliance with all agreements contained herein and assuming the due making of all filings referred to in the preceding sentence, violate any judgmentmaterial statute, rule, regulation, order, decreeinjunction, statutewrit or decree of any public body or authority by which the Seller, law, ordinance, rule or regulation applicable to the Company or any of its properties the Companies or assets, other than, in the case of clauses (b), (c) Company Subsidiaries or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby their respective assets or thereby. No filingproperties, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulebound.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass International Services Corp)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 and in Section 3.17 have been obtained or taken and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Scheduleany waiting periods thereunder have terminated or expired, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of any a benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-LawsCharter, (b) any loan Material Contract, or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assetsassets except, other than, in the case of (A) with respect to clauses (b) and (c), (c) or (d), for any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges losses or encumbrances thatother occurrences which would not, individually or in the aggregate, would not have a Material Adverse Effect on the CompanyCompany and (B) with respect to clause (b), or prevent or materially delay the consummation of any those consents listed in Section 3.4(b) of the transactions contemplated hereby or therebyCompany Letter. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation of the Offer and the Merger and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Texas and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Scheduleunder foreign antitrust or similar laws, (viv) applicable requirementsunder the Exchange Act, if any, of "blue sky" laws and the NASDAQ Composite Index and (viv) such other consents, orders, authorizations, registrations, declarations declarations, approvals and filings the failure of which to be obtained or made would not, individually or in not materially impair the aggregate, have a Material Adverse Effect on ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulehereby.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations The execution and other actions described in the second sentence delivery of this Section 3.4 have been obtained Agreement and all filings the Ancillary Agreements, the consummation of the Transactions and the performance by the Company of its obligations described in hereunder and thereunder will not:
(a) subject to receipt of the second sentence Company Stockholders’ Approval, conflict with any provision of this Section 3.4 have been made the articles of incorporation or bylaws, as amended, of the Company or the organizational documents of any of its Subsidiaries;
(b) require any consent, waiver, approval, order, authorization or Permit of, or registration, filing with or notification to, (i) any Governmental Authority, except for any applicable requirements of the HSR Act, the Securities Act, the Exchange Act, the AMEX, state laws relating to takeovers, if applicable, state securities or blue sky laws, and Customary Post-Closing Consents or (ii) except as set forth in Schedule 3.4 Section 4.4(b) of the Company Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and Permits that would not (A) result in a Company Material Adverse Effect, (B) materially impair the execution and delivery ability of the Transaction Agreements do not, and Company or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (C) prevent the consummation of any of the transactions contemplated hereby and thereby and compliance with Transactions;
(c) except as set forth in Section 4.4(c) of the provisions hereof and thereof will not, conflict withCompany Disclosure Schedule, result in any violation of, of or the breach of or constitute a default (with or without due notice or lapse of time, time or both) under, or give rise to others a any right of termination, cancellation or acceleration of any obligation or the guaranteed payments or a loss of any a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the terms, conditions or provisions of any note, lease, mortgage, license, 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 properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a Company Material Adverse Effect, (ii) materially impair the ability of the Company under, or any provision of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (aiii) prevent the Company Charter or Company By-Laws, (b) consummation of any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to of the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or Transactions;
(d) except as set forth in Section 4.4(c) of the Company Disclosure Schedule, violate the provisions of any order, writ, injunction, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses Subsidiaries;
(b), (ce) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is as set forth in Schedule 3.4 Section 4.4(c) of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material properties or assets or on any shares of capital stock of the Company under, or equity interests of its Subsidiaries (other than a Crusader Operating Entity after the Closing) under any agreement or instrument to which the Company or any of the license agreements to which it its Subsidiaries is a party, except for such conflicts, violations, breaches, defaults, rights party or liens as would not, individually by which the Company or any of its Subsidiaries or any of their properties or assets is bound; or
(f) result in the aggregate, have a Material Adverse Effect on the Company. All license agreements any holder of any securities of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulebeing entitled to appraisal, dissenters’ or similar rights.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming (a) Except: (i) for the filing of the Certificate of Merger with the California Secretary of State; and (ii) for any filings required to be made pursuant to the HSR Act and any other Antitrust Laws (all consentsof the foregoing, ------------------------------------ approvalsthe “Company Required Governmental Approvals”), authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 none of the Company Disclosure Scheduleor any of its Subsidiaries is required to give any material notice to, make any material filing with, or obtain any material authorization, consent, or approval of any Governmental Authority in connection with the execution, delivery and performance by the Company of this Agreement or any of the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby.
(b) Assuming the Company Required Governmental Approvals and the Company Member Approval are given, made or obtained, as the case may be, the execution execution, delivery and delivery performance by the Company of this Agreement and the Transaction Ancillary Agreements do notto which it is a party, and the consummation of the transactions contemplated hereby and thereby and compliance thereby, does not: (i) violate or conflict with any provision of the provisions hereof and thereof will notArticles or the Operating Agreement; (ii) violate any Law or Order to which the Company or any of its Subsidiaries is subject; (iii) require the consent of, notice to or other action by any Person under, materially conflict with, result in any a material violation or breach of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any material benefit under, constitute a material default under, result in the acceleration or termination of, or create in any party the right to accelerate, terminate, modify or cancel, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company undera Lien upon, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable Material Contract to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which the Company or any of its properties or assets, other than, in the case of clauses (b), (c) Subsidiaries is a party; or (d), iv) trigger any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges “change of control” or encumbrances that, individually or other similar provisions contained in the aggregate, would not have a any Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect Contract to the Company in connection with the execution, delivery and performance of the Transaction Agreements by which the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it its Subsidiaries is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming Except as disclosed on Schedule 3.4 hereto, and assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedulemade, the execution and delivery of the Transaction Agreements this Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Certificate of Incorporation or By-Laws of the Company, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license agreements applicable to which it the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) or (iv),any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is a partyrequired by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such conflictsfilings and consents as may be required under any environmental, violationshealth or safety law or regulation pertaining to any notification, breachesdisclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, defaults(iv) such filings, rights authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or liens any of its Subsidiaries conducts any business or owns any property or assets, (vi) such filings and consents as may be required under any state or foreign laws pertaining to debt collection, the issuance of payment instruments or money transmission, (vii) applicable requirements, if any, of Blue Sky Laws and NASDAQ, and (viii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements Company or prevent the consummation of any of the Company are listed in Schedule 3.4 of the Company Disclosure Scheduletransactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Proffitts Inc)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of the Transaction Agreements this Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or material default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of any a material benefit under, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (ai) the Company Charter certificate of incorporation or Company By-Lawsbylaws of the Company, (bii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, xxxx xxxxmortgage, leaseindenture, indenture lease or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) Company or any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA of its Subsidiaries or (div) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (b), (c) or (d), than any such conflicts, violations, breaches, defaults, rights, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure ScheduleDelaware, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" Blue Sky Laws or AMEX, (iv) as may be required under foreign laws and the NASDAQ Composite Index and (viv) such other consents, orders, authorizations, registrations, declarations declarations, approvals and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulehereby.
Appears in 1 contract
Samples: Merger Agreement (Planetcad Inc)
Consents and Approvals; No Violation. Assuming that all ------------------------------------ consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 4.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 4.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedulemade, the execution and delivery of this Agreement and the Transaction Agreements Stock Option Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of any a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (ai) the Company Charter or Company By-Lawsthe Amended and Restated Bylaws of the Company, (bii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, xxxx xxxxmortgage, leaseindenture, indenture lease or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) Company or any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA of its Subsidiaries or (div) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (bii), (ciii) or (div), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or the Transaction Agreements Stock Option Agreement by the Company or is necessary for the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement or the Transaction AgreementsStock Option Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Illinois and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or by the transactions contemplated by this Agreement or the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure ScheduleStock Option Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" Blue Sky Laws or the Nasdaq National Market, (vi) as may be required under foreign laws and the NASDAQ Composite Index and (vivii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulethereby.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of this Agreement and the Transaction Company Ancillary Agreements by the Company do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws, (ii) the comparable charter or organizational documents of any of the Company’s Subsidiaries, (iii) any material loan or credit agreement, note, bond, mortgage, indenture, guaranty, lease or other material agreement, instrument, permit, concession, franchise or license agreements applicable to which it the Company or any of its Subsidiaries or any of their respective properties or assets, or (iv) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is a partyrequired by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Company Ancillary Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Company Ancillary Agreements, except (i) in connection, or in compliance with, the provisions of the HSR Act, (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) for State Takeover Approvals, (iv) for such conflictsfilings as may be required in connection with the taxes described in Section 5.7, violationsand (v) for applicable requirements, breachesif any, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Scheduleunder foreign laws.
Appears in 1 contract
Samples: Merger Agreement (Tellabs Inc)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Scheduleany waiting periods thereunder have terminated or expired, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of any a benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-LawsDocuments, (b) any loan or credit agreementMaterial Contract, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Companythan any Specified Contract, (c) any licenseSpecified Contract, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation other legally enforceable requirement (“Law”) applicable to the Company Company, any of its Subsidiaries, or any of its their respective properties or assets, other than, in the case of clauses (b), (c) or and (d), any such conflicts, violations, breaches, defaults, rights, lienslosses, security interests, charges Liens or encumbrances other occurrences that, individually or in the aggregate, would not have a Company Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyEffect. No filing, notification filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a “Governmental Entity Entity”) is required by or with respect to the Company in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation of the Merger or the Second Merger and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the Securities Act and the Exchange Act”), (ii) for the filing of the Certificate Articles of Merger with the Secretary Department of State Treasury of the State of Delaware New Jersey and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings under the Exchange Act, and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such any filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained under foreign antitrust or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulesimilar laws.
Appears in 1 contract
Samples: Merger Agreement (Ep Medsystems Inc)
Consents and Approvals; No Violation. Assuming all consents, Subject to obtaining ------------------------------------ approvals, authorizations the Company Stockholder Approval and other the taking of the actions described in the second sentence immediately succeeding sentence, the execution, delivery and performance of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements Agreement do not, and the consummation of the transactions contemplated hereby and thereby Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions hereof and thereof of this Agreement will not, conflict with, or result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give rise to others a right of modification, termination, cancellation or acceleration of any obligation or the loss of any a material benefit under, or result in the creation of any lienpledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or "drag" along rights, encumbrances and security interestinterests of any kind or nature whatsoever (collectively, charge or encumbrance "Liens") upon any of the material ----- properties or assets of the Company under, or result in the termination or modification (including in the amount, nature or timing of lease payments) of, or require that any provision of consent be obtained or any notice be given with respect to (a) the Company Charter Certificate of Incorporation or Company By-LawsBylaws of the Company, as currently in effect, (b) any loan or credit agreement, note, bond, xxxx xxxxmortgage, indenture, lease, indenture license or other contract, agreement, instrument, permit, concession, franchise Contract or license Permit applicable to the CompanyCompany or any of its properties or assets, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, writ, injunction, decree, law, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, (d) any license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined in Section 2.21) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any Intellectual Property (the "Licenses"), -------- other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breachesdefaults, defaultsmodifications, rights, liensLiens, security interestslosses of a material benefit, charges consents or encumbrances that, individually or in the aggregate, notices that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. No consent, approval, order or authorization of, or prevent registration, declaration or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration filing with, any Federal, state or, to the Company's knowledge, local government or authorizationany court, consent administrative or approval ofregulatory agency or commission or other governmental authority or agency, any domestic or foreign (a "Governmental Entity Entity"), is required ------------------- by or with respect to the Company in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated by the Transaction AgreementsTransactions, except for (i) in connectionthe filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, or in compliance, with as amended (the provisions of the "HSR Act, the Securities Act and the Exchange Act"), (ii) the filing with the SEC of (x) the Schedule 13E-3 and (y) the ------- Proxy Statement relating to the approval by the Company's stockholders of this Agreement, (iii) the filing of the Certificate of Merger with pursuant to the Secretary of State of the State of Delaware DGCL and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made has not had and would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give not reasonably be expected to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of this Agreement by the Transaction Agreements Company and the execution and delivery of the Bank Merger Agreement by the Company Bank do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by the Company and the Company Bank will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the loss of any a benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (ai) the Company Charter Articles of Incorporation or the Company By-LawsBylaws, (bii) the Organizational Documents of any of the Company’s Subsidiaries, (iii) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to Contract of the Company, or (civ) any license, permit Order or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (b), (c) or (diii), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges rights or encumbrances thatLiens that would not, individually or in the aggregate, would not have a Material Adverse Effect on the Company, Company or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or thereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or the Bank Merger Agreement by the Company Bank or is necessary for the consummation by the Company or the Company Bank of the Merger or the Bank Merger, as applicable, and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (iA) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange ActSpecified Requisite Regulatory Approvals, (iiB) with respect to the Merger, the filing of the Certificate articles of Merger merger with the Secretary of State of the State of Delaware MDAT and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 3.4 (C) with respect to the Bank Merger, the filing of the articles of merger with the Secretary of State of the State of Minnesota and appropriate documents with the relevant authorities of other states in which the Company Disclosure ScheduleBank or any of its Subsidiaries is qualified to do business, (iiiD) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders authorizations and approvals as may be required to obtain the any State Takeover Approvals, each of which is set forth in Schedule 3.4 (E) compliance with applicable requirements of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index OTC Markets and (viF) such other consents, ordersOrders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Company Bank or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation Company or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure ScheduleBank.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consentsthat filings required under the HSR Act or any foreign antitrust, ------------------------------------ approvalscompetition or investment laws and regulations are made and the waiting period thereunder has been terminated or has expired, authorizations the consummation by the Sellers of the Sale and other actions described in transactions contemplated hereby will not (a) conflict with or violate the second sentence provisions of this Section 3.4 have been obtained and all filings and obligations described in the second sentence articles of this Section 3.4 have been made and incorporation, the bylaws or any other similar corporate governance instrument of any Company, (b) except as set forth in Schedule 3.4 SCHEDULE 3.4, conflict with or violate any statute, rule, regulation, order or decree of any Governmental Authority by which any Company is bound or by which any Company's properties or assets are bound, (c) require any permit, consent or approval of, or the Company Disclosure Schedulegiving of any notice to, or filing with any Governmental Authority on or prior to the execution and delivery of the Transaction Agreements do notClosing Date, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not(d) except as set forth in SCHEDULE 3.4 result in a violation or breach of, conflict with, result in any violation of, or breach or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to others a any right of termination, cancellation or acceleration of any obligation or the cancellation, loss of any benefit rights or benefits, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of the any Company under, any provision of (a) the Company Charter terms, conditions or Company By-Laws, (b) provisions of any loan or credit agreement, note, bond, xxxx xxxxmortgage, indenture, license, franchise, permit, agreement, lease, indenture franchise agreement or any other contract, agreement, instrument, permit, concession, franchise instrument or license applicable obligation to the Company, (c) which any license, permit or other instrument, contract or agreement granted byCompany is a party, or entered into with, the FDA or the DEA or (d) by which any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assetsassets may be bound, other than, in excluding from the case of foregoing clauses (b), (c) or and (d)) permits, any such conflictsconsents, approvals, notices and filings the absence of which, and violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in conflicts and Encumbrances the aggregateexistence of which, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure ScheduleEffect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fisher Scientific International Inc)
Consents and Approvals; No Violation. Assuming that all ------------------------------------ consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedulemade, the execution and delivery of this Agreement and the Transaction Agreements Stock Option Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of any a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (ai) the Company Charter or Company By-Lawsthe Amended and Restated Bylaws of the Company, (bii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, xxxx xxxxmortgage, leaseindenture, indenture lease or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) Company or any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA of its Subsidiaries or (div) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (bii), (ciii) or (div), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or the Transaction Agreements Stock Option Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Transaction AgreementsStock Option Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Wisconsin and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement or the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure ScheduleStock Option Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth (v) such filings as may be required in Schedule 3.4 of connection with the Company Disclosure Scheduletaxes described in Section 5.10, (vvi) applicable requirements, if any, of "blue sky" Blue Sky Laws or the Nasdaq National Market, (vii) as may be required under foreign laws and the NASDAQ Composite Index and (viviii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulethereby.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except Except for (i) in connection, or in compliance, compliance with the provisions applicable requirements of the HSR Act, the Securities Act and the Exchange Act, (ii) compliance with the rules and regulations of NASDAQ, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure ScheduleMerger, (iv) compliance with any applicable foreign or state securities or “blue sky” laws, and (v) such filings, authorizationsregistrations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, ordersnotifications, authorizations, registrations, declarations and filings consents or approvals the failure of which to be obtained make or made obtain would not, individually or in the aggregate, not have a Company Material Adverse Effect Effect, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Contemplated Transactions will require on the part of the Company any filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity.
(b) Assuming the consents, approvals, qualifications, orders, authorizations and filings referred to in Section 4.4(a) have been made or obtained and subject to the receipt of the Company Stockholder Approval, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Contemplated Transactions will (i) violate any provision of the Organizational Documents (or equivalent organizational documents) of the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do notits Subsidiaries, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, (ii) result in any a violation or breach of, or breach or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to others a any right of termination, cancellation or acceleration acceleration) under, result in the termination of any obligation or a right of termination or cancellation under, accelerate the loss of a material benefit underperformance required by, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the license agreements terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which it the Company or any of its Subsidiaries is a partyparty or by which any of them or any of their properties or assets may be bound, except or (iii) assuming the accuracy of the representations in Section 5.7, violate any Law applicable to the Company, any of its Subsidiaries or any of their properties or assets, except, in each case of clauses (i) through (iii), for such conflicts, violations, breaches, defaults, rights terminations, cancellations or liens as accelerations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of not be materially adverse to the Company are listed in Schedule 3.4 of the Company Disclosure Scheduleand its Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Alliance HealthCare Services, Inc)
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except (a) Except as set forth in Schedule 3.4 of the Company Disclosure ScheduleSCHEDULE 4.5, neither the execution and delivery of this Agreement and the Transaction Agreements do notAgreements, and nor the consummation of the transactions contemplated hereby and thereby and or thereby, nor compliance with any of the provisions hereof and thereof or thereof, will not(i) conflict with any provision of the Articles of Incorporation or Code of Regulations of the Company, (ii) violate any Law or any restriction imposed by any Governmental Authority which is applicable to the Company, or by which any of the Company's Business, properties or assets are bound or affected, nor (iii) violate, breach, or conflict with, result in any violation of, or breach or constitute a default (with or without due notice or lapse of time, or both) under, or give rise to others a any right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, to pay or result in the creation imposition of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets its property) under any of the Company underterms, conditions or provisions of any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, material note, bond, xxxx xxxxmortgage, leaseindenture, indenture Encumbrance, contract, Permit, Order or other contract, agreement, instrument, permit, concession, franchise instrument or license applicable obligation to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger a party or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby Company's Business, properties or thereby assets are bound or by any other Transaction Agreement. affected.
(b) The execution and delivery of this Agreement by the Transaction Agreements do Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority. Except as set forth on SCHEDULE 4.5, to the knowledge of the Company or the Company Shareholders, the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of not have a material benefit underadverse effect on any contract, right, license, franchise, lease, Permit or result in agreement, Order, Encumbrance or other obligation that has been granted to the creation of any lienCompany or by which the Company or its Business, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights are bound or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Scheduleaffected.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consentsExcept for applicable requirements of the HSR Act, ------------------------------------ approvalsthe Exchange Act, authorizations state securities or blue sky laws, certain state and other actions described local regulatory filings and approvals relating to health care licensing and similar matters, and the filing and recordation of the Articles of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the second sentence of this Section 3.4 aggregate have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the a Company Disclosure Schedule, Material Adverse Effect. Neither the execution and delivery by Company of the Transaction Agreements do not, this Agreement and the other Transaction Documents to which it is a party, nor the consummation by Company of the transactions contemplated hereby and thereby and thereby, nor compliance by Company with any of the provisions hereof and thereof thereof, will not, (i) conflict with, with or result in any breach of any provisions of the charter documents or by-laws of Company or any of the Company Subsidiaries, (ii) result in a violation or breach of, or breach or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to others a any right of termination, cancellation or acceleration of any obligation or the loss of any benefit acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties terms, conditions or assets provisions of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxxmortgage, leaseindenture, indenture license, contract, agreement or other contract, agreement, instrument, permit, concession, franchise instrument or license applicable obligation to which Company or any of the Company, (c) Company Subsidiaries is a party or by which any license, permit of them or other instrument, contract any of their properties or agreement granted byassets may be bound, or entered into with(iii) assuming compliance with the matters referred to in this Section 5.5, the FDA or the DEA or (d) violate any judgmentorder, orderwrit, injunction, decree, statute, law, ordinance, rule or regulation applicable to Company, any of the Company Subsidiaries or any of its their properties or assets, other than, except in the case of clauses (b), ii) and (ciii) or (d), any such conflicts, for violations, breaches, defaults, rights, liens, security interests, charges breaches or encumbrances that, individually or in the aggregate, defaults which would not have a Company Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure ScheduleEffect.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except Except for (i) in connection, or in compliance, compliance with the provisions applicable requirements of the HSR Act, the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (ii) compliance with the rules and regulations of NASDAQ, (iii) the filing of the Certificate of Merger with the Nevada Secretary of State of the State Articles of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents Merger as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction AgreementsNRS, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, and (iv) such filings, authorizationsregistrations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, ordersnotifications, authorizations, registrations, declarations and filings consents or approvals the failure of which to be obtained make or made obtain would not, individually or in the aggregate, have a Company Material Adverse Effect Effect, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Transactions will require on the part of the Company any filing or registration with, notification to, action by, or authorization, permit, consent or approval of any Governmental Entity.
(b) Assuming the consents, approvals, qualifications, orders, authorizations and filings referred to in Section 4.6(a) have been made or obtained and subject to the receipt of the Company Stockholder Approval, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Transactions will (i) conflict with or violate any provision of the articles of incorporation, bylaws, memorandum of association, articles of association (or any equivalent organizational documents) of the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do notits Subsidiaries, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, (ii) result in any a violation or breach of, or breach or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to others a any right of termination, cancellation or acceleration of any obligation or acceleration) under, result in the loss of a material benefit under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance Lien (except for Permitted Liens) upon any of the respective properties or assets of the any Group Company under, any of the license agreements terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which it any Group Company is a partyparty or by which any of them or any of their properties or assets may be bound, except or (iii) and assuming the accuracy of the representations in Section 5.9, violate any Law applicable to any of the Group Companies or any of their properties or assets, except, in each case of clauses (i) through (iii), for such conflicts, violations, breaches, defaults, rights terminations, cancellations or liens as accelerations that would not, individually or in the aggregate, reasonably be expected to, have a Company Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure ScheduleEffect.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except (a) Except as set forth on Schedule 3.4(a) (the “Seller Required Governmental Approvals”), none of Seller, Vision, the Company or any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in Schedule 3.4 connection with the execution, delivery and performance by Seller of this Agreement or any of the Company Disclosure ScheduleAncillary Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby.
(b) Except as set forth on Schedule 3.4(b) and assuming the Seller Required Governmental Approvals are obtained or made, as the case may be, the execution execution, delivery and delivery performance by each of Seller and Vision of this Agreement and the Transaction Ancillary Agreements do notto which it is a party, and the consummation of the transactions contemplated hereby and thereby and compliance thereby, does not: (i) violate or conflict with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter organizational or Company By-Lawsgoverning documents of Seller, (b) any loan Vision or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company; (ii) violate any Law or Order to which Seller, (c) any licenseVision, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties Subsidiaries is subject; (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or assetscreate in any party the right to accelerate, terminate, modify or cancel, any Material Contract to which the Company or any of its Subsidiaries is a party; or (iv) trigger any “change of control” or other thansimilar provisions contained in any Material Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (bii), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filingsabove, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such violations, conflicts, violations, breaches, defaultsdefaults or rights of acceleration, rights termination, modification or liens cancellation as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of not reasonably be expected to be materially adverse to the Company are listed in Schedule 3.4 of the Company Disclosure Scheduleand its Subsidiaries, taken as a whole.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the (a) The execution and delivery of this Agreement and the other Transaction Agreements do to which it is or will be a party by Seller does not, and the performance by such Seller of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby Transactions and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby by each Transaction Agreement to which it is or thereby. No filing, notification or registration with, or authorization, consent or approval of, will be a party will not require Seller to obtain any Consent from any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction AgreementsAuthority, except for (i) in connection, or in compliance, compliance with the provisions Securities Act, the Exchange Act and any state securities or “blue sky” laws, (ii) the applicable requirements of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmentalthose Consents, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, not reasonably be expected to have a Seller Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. Effect.
(b) The execution and delivery of this Agreement and the other Transaction Agreements do to which it is or will be a party by Seller does not, and the performance by Seller of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation of the Transactions and the transactions contemplated hereby and thereby and by each Transaction Agreement to which it is or will be a party will not, (i) contravene, conflict with or violate (A) the Organizational Documents of Seller or (B) assuming compliance with the provisions hereof and thereof will notmatters referred to in Section 3.03(a), conflict withany Law or Order applicable to Seller or to which the Company or the Business Assets are subject, (ii) result in any violation breach of, or breach or constitute a default (or an event that with or without due notice or notice, the lapse of time, time or bothboth would constitute a default) under, or give rise to others a any right of termination, cancellation or acceleration of of, any obligation Contract to which Seller is a party or by or to which Seller or the loss of a material benefit underCompany or the Business Assets are bound or subject, or result in (iii) create or impose any Lien on the creation of any lien, security interest, charge Shares or encumbrance upon any of the properties or assets Business Assets, except, in the case of the Company underclauses (i)(B), any of the license agreements to which it is a party(ii) and (iii) above, except for such conflicts, violations, breaches, defaults, defaults or rights or liens as that would not, individually or in the aggregate, not reasonably be expected to have a Seller Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure ScheduleEffect.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of this Agreement and the Transaction Agreements Holding Company Merger Agreement by the Company and the execution and delivery of the Bank Merger Agreement by Company Bank do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by the Company and the Company Bank will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the loss of any a benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (ai) the Company Charter or the Company By-LawsBylaws, (bii) the Organizational Documents of any of the Company’s Subsidiaries, (iii) any loan Company Contract or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (civ) any license, permit Order or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (b), (c) or (diii), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges rights or encumbrances thatLiens that would not, individually or in the aggregate, would not have a Material Adverse Effect on the Company, Company or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or thereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or the Transaction Agreements Holding Company Merger Agreement by the Company or the Bank Merger Agreement by the Company Bank or is necessary for the consummation by the Company or the Company Bank of the Merger, the Holding Company Merger or the Bank Merger, as applicable and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (iI) the Specified Requisite Regulatory Approvals, (II) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (iiIII) with respect to the Merger and the Holding Company Merger, the filing of the Certificate articles of Merger merger with the Secretary of State of the State of Delaware Iowa and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 3.4 (IV) with respect to the Bank Merger, the filing of the articles of merger with the Secretary of State of the State of Iowa and Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states in which the Company Disclosure ScheduleBank or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (ivV) such filings, authorizations, orders Orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth (VI) such filings as may be required in Schedule 3.4 of connection with the Company Disclosure ScheduleTaxes described in Section 5.7, (vVII) compliance with applicable requirements of The NASDAQ Global Market (“NASDAQ”), (VIII) compliance with applicable requirements, if any, of "blue sky" laws under foreign or multinational Laws relating to antitrust and the NASDAQ Composite Index to competition clearances and (viIX) such other consents, ordersOrders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure ScheduleBank.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except Except for (i) in connection, or in compliance, with the provisions of filings as may be required by the HSR Act, (ii) the Securities Act and filing of the Proxy Statement (as defined in Section 7.2) with the SEC ----------- pursuant to the Exchange Act, (iiiii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Company Required Statutory Approvals"), and (iv) as otherwise set forth on ------------------------------------ Schedule 4.4, no filing or registration with, no notice to, or consent or ------------ approval of appropriate documents any third party, including but not limited to, any Governmental Authority, creditor or other Person in a contractual relationship with the relevant authorities Company or any Subsidiary of the Company, is necessary in connection with the execution and delivery of this Agreement by the Company, the performance of its obligations hereunder, or the consummation of the transactions contemplated hereby.
(b) Except as set forth on Schedule 4.4, the execution and delivery ------------ of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by the Company with the provisions hereof will not (i) conflict with or violate any provision of any Organizational Document of the Company or any Subsidiary of the Company; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other states in instrument or obligation to which the Company is qualified to do business, each of which is set forth in Schedule 3.4 or any Subsidiary of the Company Disclosure Scheduleis a party or by which the Company or any Subsidiary of the Company or any of their respective properties or assets may be bound; (iii) violate or conflict with any provision of any Governmental Authorization or Legal Requirement binding upon the Company or any Subsidiary of the Company; or (iv) result in, or require, the creation or imposition of, any lien, mortgage, pledge, security interest or other encumbrance upon or with respect to any of the properties or assets now owned or used by the Company or any Subsidiary of the Company, except in the instances of clauses (ii), (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, not have a Material Adverse Effect on the Company or prevent or materially delay impair the consummation ability of any of the Company to consummate the transactions contemplated hereby or thereby or by any other Transaction this Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lowrance Electronics Inc)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws; (ii) the comparable charter or organizational documents of any of the license agreements Company’s Subsidiaries; (iii) any material Contract applicable to which it is a partythe Company or any of its Subsidiaries or any of their respective properties or assets; or (iv) any judgment, except for order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (iv), any such conflicts, violations, breaches, defaults, rights rights, liens, security interests, charges or liens as encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements Company or materially impair the ability of the Company are listed to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in Schedule 3.4 connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the Securities Act and the Exchange Act; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business; (iii) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals; (iv) such filings as may be required in connection with the Taxes described in Section 5.9; (v) applicable requirements, if any, of Blue Sky Laws and Nasdaq; (vi) applicable requirements, if any, under foreign or supranational laws relating to antitrust and to competition clearances; and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or materially impair the ability of the Company Disclosure Scheduleto perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations Subject to obtaining the Company Shareholder Approval (if required under the PBCL) and other the taking of the actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and immediately succeeding sentence, except as set forth in Schedule 3.4 Section 3.7 of the Company Disclosure Schedule, the execution execution, delivery and delivery performance of this Agreement, the Transaction Agreements Tender and Option Agreement and the Top-up Option Agreement do not, and the consummation of the transactions contemplated hereby and thereby Transactions (including the changes in ownership of shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions hereof of this Agreement, the Tender and thereof Option Agreement and the Top-up Option Agreement will not, conflict with, or result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give rise to others a right of termination, cancellation or acceleration of any obligation or the loss of any a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material properties or assets of the Company or any of its subsidiaries under, or result in the termination of, or require that any provision of consent be obtained or any notice be given with respect to, (ai) the Articles of Incorporation or Bylaws of the Company Charter or Company By-Lawsthe comparable charter or organizational documents of any of its subsidiaries, (bii) any loan or credit agreement, note, bond, xxxx xxxxmortgage, indenture, lease, indenture license or other contract, agreement, instrument, permit, concession, franchise Contract or license Permit applicable to the CompanyCompany or any of its subsidiaries or their respective properties or assets, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (diii) any judgment, order, writ, injunction or decree, or material law, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assetsassets or (iv) material license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined herein) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any Intellectual Property (the "Licenses"), other than, in the case of clauses (b), ii)and (c) or (div), any such conflicts, violations, breaches, defaults, rights, liensLiens, security interestslosses of a material benefit, charges consents or encumbrances notices that, individually or in the aggregate, would have not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect and could not reasonably be expected to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity") is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Company are listed Transactions, except for (i) the filing with the SEC of (x) the Schedule 14D-9 and a current report on Form 8-K, as well as an amendment to Form 8-A in Schedule 3.4 reference to the Rights Agreement that was originally filed on September 15, 1998, (y) if required, the Proxy Statement relating to the approval by the Company's shareholders of this Agreement and (z) such reports under Sections 13(a) and 14(f) of the Exchange Act as may be required in connection with this Agreement and the Transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger pursuant to the PBCL, (iii) as set forth in Section 3.7 of the Company Disclosure ScheduleSchedule and (iv) such consents, approvals, orders, authorizations, registrations, declarations or filings which, individually or in the aggregate, have not had and could not be reasonably expected to have a Material Adverse Effect on the Company.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming all consents, ------------------------------------ approvals, authorizations The execution and other actions described in the second sentence deliv- ery of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure ScheduleAgreement, the execution and delivery of Ancillary Agreements, the Transaction Agreements do notBase Energy Contracts, and the consummation consum- mation of the transactions contemplated hereby and thereby thereby, and compliance with the provisions hereof performance by Dynegy, Seller, IGC and thereof the IPC Companies of their obligations hereunder and under the Ancillary Agreements and Base Energy Contracts, to the extent applicable, do not and will not:
(a) except as listed in Schedule 3.4(a), require any writ, waiver, consent, judgment, decree, approval, order, act or Permit of, or registration, filing with or notification to any Governmental Authority, except for municipal and county franchises and Permits that are ministerial in nature and are customarily obtained from Governmental Authorities after clos- ings in connection with transactions of the same nature as are contemplated hereby;
(b) except as listed in Schedule 3.4(b), conflict with, result in any violation of, of or breach of or constitute a default (with or without due notice or lapse of time, time or both) under, or give rise to others a any right of termination, cancellation purchase, first refusal, cancellation, modification or acceleration or guaranteed payments or a loss of rights under (i) any provision of the articles of incorpora- tion or by-laws of Seller or the articles of incorporation or by-laws (or other similar organiza- tional documents) of any obligation of its Affiliates; or (ii) any provisions of any Contract to which any IPC Company, Seller, IGC or Dynegy is a party or may be subject or bound or by which any IPC Assets or the loss Business may be subject or bound;
(c) upon receipt of the approvals and consents listed on Schedule 3.4(a), violate the provisions of any benefit underLaw or Governmental Order, or result in the termination or lapse of any Permit, applicable to Dynegy, Seller, IGC, any IPC Company, any IPC Assets or the Busi- ness; or
(d) result in the creation of any lien, security interest, charge or encumbrance Lien other than Permitted Liens upon any of the IPC Asset or properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the IPC Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Purchaser or any of its Affiliates or on any Eq- uity Interests of any IPC Company, Purchaser or any of its Affiliates under any applicable Law or under any Contract to which any IPC Company, Seller, or Dynegy is a party or by which any IPC Company, Seller, Dynegy, the IPC Assets or the Business or any of their properties or assetsmay be subject bound; except, other than, in the case with respect to any of clauses (bSections 3.4(a), (c3.4(b)(ii) or (dand 3.4(c), to the extent any such conflictswrit, violationswaiver, breachesconsent, defaultsjudgment, rightsdecree, liensapproval, security interestsorder, charges act, Permit, registration, filing or encumbrances thatnotice requirement, individually conflict, violation, breach, default, right of termination, purchase, first refusal, cancellation, modification or acceleration or guaranteed payment or loss of right, violation of Law or Governmental Order or Lien would not reasonably be expected, indi- vidually or in the aggregate, would not have (A) to result in a Material Adverse Effect on the Company, or (B) to prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Ancillary Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.
Appears in 1 contract
Samples: Stock Purchase Agreement
Consents and Approvals; No Violation. Assuming all consents, Subject to obtaining the ------------------------------------ approvals, authorizations Company Stockholder Approval and other the taking of the actions described in the second sentence immediately succeeding sentence, the execution, delivery and performance of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements Agreement do not, and the consummation of the transactions contemplated hereby and thereby Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions hereof and thereof of this Agreement will not, conflict with, or result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give rise to others a right of modification, termination, cancellation or acceleration of any obligation or the loss of any a material benefit under, or result in the creation of any lienpledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or "drag" along rights, encumbrances and security interestinterests of any kind or nature whatsoever (collectively, charge or encumbrance "Liens") upon any of the material ----- properties or assets of the Company under, or result in the termination or modification (including in the amount, nature or timing of lease payments) of, or require that any provision of consent be obtained or any notice be given with respect to (a) the Company Charter Certificate of Incorporation or Company By-LawsBylaws of the Company, as currently in effect, (b) any loan or credit agreement, note, bond, xxxx xxxxmortgage, indenture, lease, indenture license or other contract, agreement, instrument, permit, concession, franchise Contract or license Permit applicable to the CompanyCompany or any of its properties or assets, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, writ, injunction, decree, law, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, (d) any license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined in Section 2.21) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any Intellectual Property (the "Licenses"), -------- other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breachesdefaults, defaultsmodifications, rights, liensLiens, security interestslosses of a material benefit, charges consents or encumbrances that, individually or in the aggregate, notices that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. No consent, approval, order or authorization of, or prevent registration, declaration or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration filing with, any Federal, state or, to the Company's knowledge, local government or authorizationany court, consent administrative or approval ofregulatory agency or commission or other governmental authority or agency, any domestic or foreign (a "Governmental Entity Entity"), is required ------------------- by or with respect to the Company in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated by the Transaction AgreementsTransactions, except for (i) in connectionthe filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, or in compliance, with as amended (the provisions of the "HSR Act, the Securities Act and the Exchange Act"), (ii) the ------- filing with the SEC of (x) the Schedule 13E-3 and (y) the Proxy Statement relating to the approval by the Company's stockholders of this Agreement, (iii) the filing of the Certificate of Merger with pursuant to the Secretary of State of the State of Delaware DGCL and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made has not had and would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give not reasonably be expected to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence clauses (i) through (iii) of this Section 3.4 have been obtained and all filings and obligations described in the second sentence clauses (i) through (iii) of this Section 3.4 have been made and made, except as set forth in Schedule 3.4 Section 3.4(a) of the Company Disclosure ScheduleLetter, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under or cause the loss of any a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the Company Charter or the Company By-LawsBylaws, (b) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries or any off-balance sheet trusts or other entities of the Company or any of its Subsidiaries, (c) any loan or credit agreement, note, bond, xxxx xxxxmortgage, leaseindenture, indenture securitization agreement, lease or other contract, agreement, instrument, permit, concession, franchise or license applicable to which the Company, (c) Company or any license, permit of its Subsidiaries is a party or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA is subject or (d) any judgment, order, decree, order or decree or any statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflictsviolation, violationsdefault, breachesright, defaults, rights, liens, security interests, charges loss or encumbrances Lien that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate related documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is (ii) items set forth in Schedule 3.4 Section 3.4(b) of the Company Disclosure Schedule, Letter (other than pursuant to Real Property Leases (as defined in Section 3.14(a)) which are addressed in Section 3.14) and (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings filings, the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on aggregate materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulehereby.
Appears in 1 contract
Samples: Merger Agreement (Voip Inc)
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedulemade, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof of this Agreement will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (ai) the Company Charter or the Company By-LawsBylaws; (ii) the comparable charter, bylaws or organizational documents of any of the Company’s Subsidiaries; (biii) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license Contract applicable to the Company, (c) Company or any license, permit of its Subsidiaries or other instrument, contract any of their respective properties or agreement granted by, or entered into with, the FDA or the DEA assets; or (div) any judgment, order, decree, injunction, statute, lawLaw, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (b), iii) and (c) or (div), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges rights or encumbrances thatEncumbrances that would not, individually or in the aggregate, would not have a Company Material Adverse Effect on or materially impair or delay the Company, ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyby the Company. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, ; (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Minnesota and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, ; (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals; (iv) applicable requirements, each if any, of which is set forth in Schedule 3.4 of Blue Sky Laws and the Company Disclosure Schedule, Nasdaq Global Market; (v) applicable requirements, if any, of "blue sky" laws under foreign Laws relating to antitrust and the NASDAQ Composite Index to competition clearances; and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Company Material Adverse Effect on or materially impair or delay the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming Except as set forth in Section 3.4 of the Company Letter, assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Scheduleany waiting periods thereunder have terminated or expired, the execution and delivery of the Transaction Agreements do this Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of any a benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the Company Charter or Company By-LawsCharter, (b) any loan provision of comparable charter or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to organizational documents of any of the CompanyCompany Subs, (c) any licenseMaterial Contract, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Company Sub or any of its their respective properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby by this Agreement, and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or bothiii) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens items as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulemay be required under foreign laws.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of this Agreement and the Transaction Company Ancillary Agreements by the Company do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws, (ii) the comparable charter or organizational documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, guaranty, lease or other agreement, instrument, permit, concession, franchise or license agreements applicable to which it is a partythe Company or any of its Subsidiaries or any of their respective properties or assets, except for or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets except, in the case of clauses (iii) or (iv), any such conflicts, violations, breaches, defaults, rights rights, liens, security interests, charges or liens encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Company Ancillary Agreements or prevent the consummation of the transactions contemplated hereby or thereby by the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Company Ancillary Agreements by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the Company Ancillary Agreements, except for
(i) in connection, or in compliance with, the provisions of the Bank Act and the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) State Takeover Approvals, (iv) such filings as may be required in connection with the taxes described in Sections 5.7, 5.8 and 5.9, (v) applicable requirements, if any, under foreign laws, and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements , materially impair the ability of the Company are listed in Schedule 3.4 to perform its obligations hereunder or under the Company Ancillary Agreements, or prevent the consummation of any of the Company Disclosure Scheduletransactions contemplated hereby or thereby by the Company.
Appears in 1 contract
Samples: Merger Agreement (Concord Efs Inc)
Consents and Approvals; No Violation. Assuming that all ------------------------------------ consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of the Transaction Agreements this Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or material default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of any a material benefit under, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (ai) the Articles of Incorporation of the Company Charter (as amended from time to time, the "Company Charter") or Company the By-Lawslaws of the Company, (bii) any provision of the --------------- comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, xxxx xxxxmortgage, leaseindenture, indenture lease or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) Company or any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA of its Subsidiaries or (div) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (b), (c) or (d), than any such conflicts, violations, breaches, defaults, rights, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. No filing, notification filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreementsthis Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Colorado and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedulethis Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Scheduleif any, (v) applicable requirements, if any, of "blue sky" Blue Sky Laws or the Nasdaq National Market, (vi) as may be required under foreign laws and the NASDAQ Composite Index and (vivii) such other consents, orders, authorizations, registrations, declarations declarations, approvals and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedulethereby.
Appears in 1 contract
Consents and Approvals; No Violation. Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 and in Section 5.7 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and made, except as set forth in Schedule Section 3.4 of the Company Disclosure ScheduleLetter, the execution and delivery of the Transaction Agreements this Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter or Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets, other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license agreements applicable to which it is a partythe Company or any of its Subsidiaries or any of their respective properties or assets or (iv) any judgment, except for order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) or (iv), any such conflicts, violations, breaches, defaults, rights rights, liens, security interests, charges or liens encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement except for (i) in connection, or in compliance, with the provisions of the HSR Act and the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (iv) such filings as may be required in connection with the taxes described in Section 5.10, (v) applicable requirements, if any, of Blue Sky Laws and the NYSE, (vi) as may be required under non-U.S. laws of general applicability and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements , materially impair the ability of the Company are listed in Schedule 3.4 to perform its obligations hereunder or prevent the consummation of any of the Company Disclosure Scheduletransactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Interpublic Group of Companies Inc)
