Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Company.
Appears in 3 contracts
Samples: Agreement and Plan of Amalgamation, Agreement and Plan of Amalgamation (Enstar Group LTD), Agreement and Plan of Amalgamation (Enstar Group LTD)
Consents and Approvals; No Violations. Assuming the truth (a) The execution, delivery and accuracy performance of this Agreement by Parent and consummation of the representations Merger by Parent do not and warranties will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except for (i) the approvals of Parent and Amalgamation Sub the Governmental Entities set forth on Schedule 6.5(a) of the Parent Disclosure Schedule (the “Parent Required Regulatory Approvals”); (ii) the pre-merger notification requirements under the HSR Act; (iii) the applicable requirements of the Exchange Act; (iv) the filing of the Certificate of Merger pursuant to the DGCL; (v) the applicable requirements of the NYSE; (vi) any registration, filing or notification required pursuant to state securities or blue sky laws and (vii) any such consent, approval, authorization, permit, filing, or notification, the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
(b) Except for the Parent Shareholder Approval and the Parent Preferred Consents or as contemplated by Section 5.56.5(a), no material notices to, filings with, consent or authorizations, consents or approvals approval of any other Person or Governmental Entity are necessary is required to be obtained by Parent for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the by Parent and consummation by the Company and the Founders Parent of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)hereby, except for where the failure to obtain any such consent or approval would not reasonably be expected to have a Parent Material Adverse Effect.
(ic) the Company Shareholder Approval, (ii) the filing None of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or therebyParent or, subject to the receipt of the Company Parent Shareholder ApprovalApproval and the Parent Preferred Consents, consummation by Parent of the transactions contemplated hereby or compliance by Parent with any provisions hereof, will (ai) conflict with or result in any breach of violate any provision of the Organizational Documents of Parent or any Group Company’s Governing Documents, Parent Subsidiary; (bii) except as set forth in on Schedule 4.56.5(c) of the Parent Disclosure Schedule, result in a violation or breach of any provision of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation, modification payment, acceleration or acceleration) under revocation under, any of the terms, conditions Contract to which Parent or provisions of any Company Material Contract, Material Company Real Property Lease Parent Subsidiary is a party or Company Material Permit, (c) violate in by which Parent or any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Parent Subsidiary or any of their respective properties or assets or may be bound; (diii) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien Encumbrance upon any material assets property or asset of Parent or any Group CompanyParent Subsidiary or (iv) violate or conflict with any law to which Parent or any Parent Subsidiary, is subject, except, in the case of clauses (ii), (iii) and (iv), for violations, breaches, defaults, terminations, cancellations, payments, accelerations, revocations, creations, impositions or conflicts which would not, individually or in the aggregate, have or be reasonably expected to have, a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Pxre Group LTD), Merger Agreement (Pxre Group LTD), Merger Agreement (Argo Group International Holdings, Ltd.)
Consents and Approvals; No Violations. Assuming the truth (a) The execution and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or do not, the Ancillary Documents to which the Company is a party nor the consummation execution and delivery by the Company of any instrument required hereby to be executed and delivered at the Closing will not, and the performance of the agreements of, and obligations under, this Agreement by the Company will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required by the HSR Act, (ii) as may be required under any foreign antitrust or competition Law or regulation, (iii) the filing with the SEC of (A) a proxy statement relating to the approval by the shareholders of the Company of the principal terms of this Agreement and the Merger (the “Proxy Statement”) and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby by this Agreement, (iv) such clearances, consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or therebyforeign securities Laws, subject (v) the filing of the Certificate of Merger or other documents as required by the CGCL and (vi) such other consents, approvals, orders, registrations, declarations, permits, filings or notifications which, if not obtained or made, would not be reasonably likely to have a Company Material Adverse Effect.
(b) Subject to the receipt approval of the principal terms of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Shareholder ApprovalCommon Stock, the execution and delivery by the Company of this Agreement do not, the execution and delivery by the Company of any instrument required hereby to be executed and delivered by the Company at the Closing will not, and the performance by the Company of its agreements and obligations under this Agreement will not, (ai) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of the Company or any Group Company’s Governing Documentssimilar organizational documents of any of its Subsidiaries, (bii) except as set forth in Schedule 4.5violate, conflict with, require consent pursuant to, result in a violation or breach of, or cause acceleration, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any a right of of, or result in, the termination, cancellation, modification modification, acceleration or acceleration) under the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which the Company or any of their respective its Subsidiaries is a party or by which any of its properties or assets may be bound or (diii) except as contemplated by this Agreement violate any Order or with respect Law applicable to Permitted Liensthe Company, result any of its Subsidiaries or any of their properties or assets, except, in the case of clauses (ii) and (iii) above, for any violation, conflict, consent, breach, default, termination, cancellation, modification, acceleration, loss or creation of any Lien upon any material assets of any Group Companythat would not be reasonably likely to have, either individually or in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Walt Disney Co/), Agreement and Plan of Merger (Pixar \Ca\)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub Except as set forth in Section 5.53.6 of the Company Disclosure Schedule, no material notices tosubject to receipt of the Company Shareholder Approval, filings withParent Shareholder Approval and the Required Limited Partners Approval and except (a) for filings, or permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act or state securities laws, (b) the filing with the SEC of a joint proxy statement in definitive form relating to the meeting of the Company’s stockholders and the meeting of Parent’s stockholders, in each case, to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a joint prospectus, and declaration of effectiveness of the Form S-4, such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NYSE, (c) for (A) the acceptance for record by the SDAT of the Maryland Articles of Merger and (B) the filing of the Delaware Merger Certificate with the DSOS, (d) compliance with the NYSE rules and regulations and (e) such filings as may be required in connection with any Person or Governmental Entity are necessary for transfer Taxes, none of the execution, delivery or performance by any Group Company of this Agreement or by the Ancillary Documents to which such Group Company is a party or and the Operating Partnership, the consummation by the Company and the Founders Operating Partnership of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) Mergers or compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or and the Ancillary Documents to which the Company is a party nor the consummation by the Company Operating Partnership with any of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, provisions hereof will (ai) conflict with or result in any breach of any provision of the organizational documents of the Company or the comparable governing instruments of any Group Company’s Governing Documentsof its Subsidiaries, (bii) except as set forth in Schedule 4.5require any filing by the Company or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any municipal, local, state or federal government or governmental authority or by any United States or state court of competent jurisdiction (each, a “Governmental Entity”), (iii) require any consent or notice under, result in a violation or breach by the Company or any Company Subsidiary of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of notice, termination, amendment, cancellation, modification recapture or acceleration) under under, result in the triggering of any payment, or result in the creation of any Lien or other encumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which the Company or any Company Subsidiary is a party or by which it or any of their its respective properties or assets may be bound or any change in the rights or obligations of any party under any Material Contract or (div) except as contemplated by this Agreement violate any order, writ, injunction, decree, statute, ordinance, requirement, rule or with respect regulation applicable to Permitted Liensthe Company or any Company Subsidiary or any of its respective properties or assets (collectively, result “Laws”), excluding from the foregoing clauses (i) (other than in the creation case of the Company), (ii), (iii) and (iv) any of the foregoing which, would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect and any of the foregoing arising in connection with the Financing or arising as a result of any Lien upon circumstances or requirements applicable to Parent or any material assets of any Group Companyits Affiliates.
Appears in 3 contracts
Samples: Merger Agreement (Gramercy Capital Corp), Stockholder Voting Agreement (Morgan Stanley), Merger Agreement (American Financial Realty Trust)
Consents and Approvals; No Violations. Assuming (a) The execution and delivery by the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company do not, and the Founders performance of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except for (i) the Company Shareholder Approvalpre-merger notification requirements under the HSR Act, (ii) the filing applicable requirements of the Amalgamation Application with the RegistrarExchange Act, (iii) compliance with and filings under the HSR Act and other Antitrust Lawsapplicable requirements of the NYSE, (iv) filings withthe filing of the Certificate of Merger pursuant to the DGCL, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be any registration, filing or notification required solely by reason pursuant to state securities or blue sky laws (the requirements in clauses (i) through (v), collectively, the “Governmental Requirements”) and (vi) any such consent, approval, authorization, permit, filing or notification, the failure of Parent’s which to make or Amalgamation Sub’s (as opposed to any other third party’s) participation obtain, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Merger or the other transactions contemplated hereby. Neither the execution, by this Agreement.
(b) The execution and delivery or performance by the Company of this Agreement or do not, and the Ancillary Documents to which the Company is a party nor the consummation by the Company performance of the transactions contemplated hereby or therebyits obligations hereunder will not, (i) subject to the receipt Company Stockholder Approval, violate any provision of the Constituent Documents of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing DocumentsCompany Subsidiary, (bii) except as set forth in Schedule 4.5, result in a violation or breach of any provision of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation, modification payment, acceleration or acceleration) under any of the termsrevocation under, conditions or provisions of any Company Material Contract, Material Contract or Company Real Property Lease to which the Company or any Company Material Permit, (c) violate in Subsidiary is a party or by which the Company or any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Subsidiary or any of their respective properties or assets or properties may be bound, (diii) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien Encumbrance (other than Permitted Encumbrances) upon any material assets property or asset of the Company or any Group CompanyCompany Subsidiary or (iv) assuming the Company Stockholder Approval and all consents, approvals, authorizations and permits contemplated in Section 5.5(a) have been obtained, and all filings, notifications or registrations in such clauses have been made, violate or conflict with any law, rule, regulation, order, judgment or decree to which the Company or any Company Subsidiary is subject, except, in the case of clauses (ii), (iii) and (iv), for violations, breaches, defaults, terminations, cancellations, payments, accelerations, revocations, creations, impositions or conflicts which, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect or prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (CVS HEALTH Corp), Merger Agreement (Omnicare Inc), Merger Agreement (CVS HEALTH Corp)
Consents and Approvals; No Violations. Assuming (a) Except for (i) the truth and accuracy filing of the representations Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ii) applicable requirements of the HSR Act and warranties similar applicable competition, antitrust or similar Laws in any relevant foreign country or jurisdiction, (iii) the filing in definitive form and declaration of effectiveness of the Registration Statement and Joint Proxy Statement, (iv) the filing with the SEC of such reports under the Exchange Act and Securities Act, and the rules and regulations thereunder, as may be required by this Agreement, the Merger and the Transactions, (v) the filing of applications with, and compliance with requirements of, Nasdaq, and (vi) such filings and approvals as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of Parent and Amalgamation Sub set forth in Section 5.5Common Stock pursuant to this Agreement, no material notices to, filings with, or authorizations, consents or approvals of of, or filings, declarations or registrations with, any Person or Governmental Entity are necessary for the executionconsummation by Company of the Transactions, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Material Adverse Effect on Company.
(b) Neither the execution and delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)Company, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby Transactions, nor compliance by Company with any of the terms or therebyprovisions hereof, subject to the receipt will (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the Company Shareholder ApprovalCharter Documents or similar organizational documents of its Subsidiaries, will or (aii) assuming that the authorizations, consents and approvals referred to in Section 4.4(a) are obtained and the filings referred to in Section 4.4(a) are made, violate any Law or any judgment, writ or injunction of any Governmental Entity applicable to Company or any of its Subsidiaries, or (iii) assuming that the notices and consents set forth on Section 4.4(b) of the Company Disclosure Schedule are made or obtained, violate, conflict with or result in any breach of any provision of any Group Company’s Governing Documentsconstitute a default (or an event, (b) except as set forth in Schedule 4.5condition or circumstance which, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or bothtime, would become a default) a default (under, or give rise any rights of termination or cancellation of, or accelerate the performance required by, or maturity of, or result in the creation of any encumbrance on any assets of Company or its Subsidiaries pursuant to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease or Company Material bond, mortgage, indenture, deed of trust, license, lease, contract, Permit, (c) violate in any material respect any Lawfranchise, writ, injunction concession or decree of any Governmental Entity having jurisdiction over any Group other agreement to which Company or any of its Subsidiaries is a party, or by which any of their respective properties or assets or (d) except as contemplated by this Agreement or are bound, except, with respect to Permitted Liensclauses (ii) and (iii), result for violations, conflicts or defaults or other occurrences which would not reasonably be expected to have a Material Adverse Effect on Company.
(c) The affirmative vote (in person or by proxy) of the creation holders of a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting, or any adjournment or postponement thereof, in favor of adoption of this Agreement and approval of the Transactions contemplated hereby is the only vote or approval of the holders of any Lien upon class or series of capital stock of Company or any material assets of any Group Companyits Subsidiaries which is necessary to adopt this Agreement and approve the Transactions.
Appears in 3 contracts
Samples: Merger Agreement (Perfumania Holdings, Inc.), Merger Agreement (Perfumania Holdings, Inc.), Merger Agreement (Parlux Fragrances Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the (a) The execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Transaction Documents to which the Company it is a party nor and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, expiration of any applicable waiting period, consent or approval of any Governmental Authority by the Company other than (i) as may be required by Competition Laws, including the HSR Act, (ii) the declaration of effectiveness under the Securities Act of the Registration Statement, (iii) the filing with the SEC of (A) the Joint Proxy Statement in definitive form and (B) such reports and other filings under the Exchange Act as may be required in connection with the Transaction Documents and the transactions contemplated hereby and thereby, (iv) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or foreign securities Laws or the rules and regulations of Nasdaq, (v) the filing of the Certificate of Merger, the Upstream Merger Certificate, the Certificate of Designations or other documents as required by the DGCL or DLLCA, (vi) Tax filings or (vii) such other actions or filings the absence of which would not, individually or in the aggregate, reasonably be expected to have (x) a Company Material Adverse Effect or (y) a material adverse effect on the ability of the Company to consummate the transactions contemplated by the Transaction Documents to which the Company is a party prior to the Drop Dead Date.
(b) The execution, delivery and, subject to the receipt of the Company Shareholder Stockholder Approval and the Company Disinterested Stockholder Approval, performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (ai) conflict with or violate any provision of the Company Governance Instruments or similar organizational documents of any of its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(a) have been obtained and all filings and other obligations described in Section 3.5(a) have been made (and any applicable waiting periods, including any applicable HSR Act waiting periods, and any agreements not to close, shall have expired or been terminated), and assuming the accuracy of the representations in Section 4.15, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound, (iii) require any consent or notice, or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, modification result in the loss of any benefit under, or acceleration) under result in the triggering of any payments or requirements to purchase or redeem any Indebtedness or capital stock pursuant to, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which the Company or any of their respective properties its Subsidiaries is a party or assets by which any property or asset of the Company or any of its Subsidiaries is bound or (div) result in any Encumbrance (except as contemplated by this Agreement for Permitted Encumbrances) on any property or asset of the Company or any of its Subsidiaries, except, with respect to Permitted Liensclauses (ii), result (iii) and (iv) of this Section 3.5(b) as would not, individually or in the creation aggregate, reasonably be expected to have (x) a Company Material Adverse Effect or (y) a material adverse effect on the ability of any Lien upon any material assets of any Group Companythe Company to consummate the transactions contemplated by the Transaction Documents to which the Company is a party prior to the Drop Dead Date.
Appears in 3 contracts
Samples: Merger Agreement (Cco Holdings LLC), Merger Agreement (Charter Communications, Inc. /Mo/), Merger Agreement (Liberty Broadband Corp)
Consents and Approvals; No Violations. Assuming (a) The execution, delivery and performance of this Agreement by the truth Company and accuracy consummation of the representations Merger by the Company do not and warranties will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except for (i) the approvals of Parent and Amalgamation Sub the Governmental Entities set forth on Schedule 5.5(a) of the Company Disclosure Schedule (the “Company Required Regulatory Approvals”); (ii) the pre-merger notification requirements under the HSR Act; (iii) the applicable requirements of the Exchange Act; (iv) the filing of the Certificate of Merger pursuant to the DGCL; (v) any registration, filing or notification required pursuant to state securities or blue sky laws; and (vi) any such consent, approval, authorization, permit, filing, or notification, the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Except for the Company Stockholder Approval or as contemplated by Section 5.55.5(a), no material notices to, filings with, consent or authorizations, consents or approvals approval of any other Person or Governmental Entity are necessary is required to be obtained by the Company for the execution, delivery or performance by any Group Company of this Agreement or by the Ancillary Documents to which such Group Company is a party or the and consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)hereby, except for where the failure to obtain any such consent or approval would not reasonably be expected to have a Company Material Adverse Effect.
(ic) the Company Shareholder Approval, (ii) the filing None of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance of this Agreement by the Company or, subject to the receipt of this Agreement or the Ancillary Documents to which the Company is a party nor the Stockholder Approval, consummation by the Company of the transactions contemplated hereby or therebycompliance by the Company with any provisions hereof, subject to will (i) violate any provision of the receipt Organizational Documents of the Company Shareholder Approval, will or any Company Subsidiary; (aii) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of any provision of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation, modification payment, acceleration or acceleration) under revocation under, any of Contract to which the terms, conditions Company or provisions of any Company Material Contract, Material Subsidiary is a party or by which the Company Real Property Lease or any Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Subsidiary or any of their respective properties or assets or may be bound; (diii) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien Encumbrance upon any material assets property or asset of the Company or any Group CompanyCompany Subsidiary; or (iv) violate or conflict with any law to which the Company or any Company Subsidiary, is subject, except, in the case of clauses (ii), (iii) and (iv), for violations, breaches, defaults, terminations, cancellations, payments, accelerations, revocations, creations, impositions or conflicts which would not, individually or in the aggregate, have or be reasonably expected to have, a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Pxre Group LTD), Merger Agreement (Argo Group International Holdings, Ltd.), Merger Agreement (Pxre Group LTD)
Consents and Approvals; No Violations. Assuming the truth (a) The execution and accuracy of the representations and warranties of delivery by Parent and Amalgamation Merger Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or do not, the Ancillary Documents execution and delivery by Parent and Merger Sub of any instrument required hereby to which such Group Company is a party or be executed and delivered at the consummation by the Company Closing will not, and the Founders performance of the transactions contemplated hereby (including the disposition respective agreements of, and obligations under, this Agreement by the Founders of their interests in the Group Companies Parent and the receipt by the Founders of the Founder Amalgamation Stock Consideration)Merger Sub will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Entity, except for (i) as may be required by the Company Shareholder ApprovalHSR Act, (ii) as may be required under any foreign antitrust or competition Law or regulation, (iii) the filing of the Amalgamation Application Form S-4 with the Registrar, (iii) compliance SEC in accordance with and filings under the HSR Act and other Antitrust LawsSecurities Act, (iv) such clearances, consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings withand notifications as may be required under applicable U.S. federal and state or foreign securities Laws, and approval of, (v) the Bermuda Monetary Authority and filing of the insurance regulatory authorities in Certificate of Merger or other documents as required by the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”)CGCL, and (vvi) those that may such other consents, approvals, orders, registrations, declarations, permits, filings or notifications which, if not obtained or made, would not reasonably be required solely by reason of Parent’s likely to have, either individually or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the executionaggregate, a Parent Material Adverse Effect.
(b) The execution and delivery or performance by the Company Parent and Merger Sub of this Agreement or do not, the Ancillary Documents execution and delivery by Parent and Merger Sub of any instrument required hereby to which be executed and delivered by Parent and Merger Sub at the Company is a party nor Closing will not, and the consummation performance by the Company Parent and Merger Sub of the transactions contemplated hereby or therebytheir respective agreements and obligations under this Agreement by Parent and Merger Sub will not, subject to the receipt of the Company Shareholder Approval, will (ai) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe certificate of incorporation and by-laws of Parent or the articles of incorporation or by-laws of Merger Sub, (bii) except as set forth in Schedule 4.5violate, conflict with, require consent pursuant to, result in a violation or breach of, or cause acceleration, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any a right of of, or result in, the termination, cancellation, modification modification, acceleration or acceleration) under the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease Contract to which Parent or Company Material Permit, Merger Sub is a party or by which any of its properties or assets may be bound or (ciii) violate in any material respect any Law, writ, injunction Order or decree of any Governmental Entity having jurisdiction over any Group Company Law applicable to Parent or Merger Sub or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liensassets, result except, in the case of clauses (ii) and (iii) above, for any violation, conflict, consent, breach, default, termination, cancellation, modification, acceleration, loss or creation of any Lien upon any material assets of any Group Companythat would not be reasonably likely to have, either individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Walt Disney Co/), Agreement and Plan of Merger (Pixar \Ca\)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the Company Shareholder Approvalfiling with the SEC of the Offer Documents and, if necessary, of the Proxy Statement, (ii) the filing of the Amalgamation Application Certificate of Merger with the RegistrarSecretary of State of the State of Delaware pursuant to the DGCL, (iii) compliance with if necessary, the adoption of this Agreement by the requisite vote of the stockholders of the Company and filings under the HSR Act and other Antitrust Laws, (iv) filings withfilings, permits, authorizations, consents and approvals as may be required under, and approval other applicable requirements of, the Bermuda Monetary Authority Exchange Act and the insurance Securities Act, no consents or approvals of, or filings, declarations or registrations with, any federal, state or local court, administrative or regulatory authorities in the jurisdictions listed in Schedule 4.5 agency or commission or other governmental authority or instrumentality, domestic or foreign (the “Company Insurance Approvals”each a "Governmental Entity"), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor are necessary for the consummation by the Company of the transactions contemplated hereby hereby, other than such other consents, approvals, filings, declarations or therebyregistrations that, subject if not obtained, made or given, would not reasonably be expected to have, in the receipt aggregate, a Company Material Adverse Effect.
(b) Neither the execution and delivery of this Agreement by the Company nor the compliance by the Company with any of the Company Shareholder Approvalterms or provisions hereof, will (ai) conflict with or result in any breach of violate any provision of the Company Charter or Company Bylaws or any Group of the similar organizational documents of any of its subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) and the authorization hereof by the Company’s Governing Documents's stockholders are duly obtained in accordance with the DGCL, (bx) except as set forth in Schedule 4.5violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, modification or acceleration) under result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Material Contractor any of its subsidiaries is a party, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or (d) except as contemplated by this Agreement or with respect to Permitted Liensaffected, result except, in the creation case of any clause (ii) above, for such violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or Lien upon any material assets of any Group Companycreations which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Emusic Com Inc), Merger Agreement (Emusic Com Inc), Merger Agreement (Universal Music Group Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except i) Except for (i) the Company Shareholder Approvalfiling with the SEC of the Offer Documents and the Proxy Statement/Prospectus, if any, (ii) the filing of the Amalgamation Application Certificate of Merger with the RegistrarSecretary of State of the State of Delaware pursuant to the DGCL, and (iii) compliance with filings, permits, authorizations, consents and filings under approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act and other Foreign Antitrust LawsLaws and state securities or blue sky laws, (iv) filings no consents or approvals of, or filings, declarations or registrations with, and approval ofany Governmental Entity or the New York Stock Exchange, the Bermuda Monetary Authority and the insurance regulatory authorities Inc. are required to be obtained or made by Parent or Purchaser in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in connection with the transactions contemplated herebyby this Agreement and the Merger Agreement, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to materially delay Parent's or Purchaser's performance of their respective material obligations under this Agreement and the Merger Agreement or to have a Parent Material Adverse Effect. In addition, the issuance of Parent Common Stock in connection with the Offer and the Merger is subject to the approval of such Parent Common Stock for listing on the New York Stock Exchange, subject to official notice of issuance, which approval Parent shall obtain promptly after commencement of the Offer and in any case prior to the Expiration Date.
(ii) Neither the execution, execution and delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party Merger Agreement by Parent or Purchaser, nor the consummation by the Company Parent or Purchaser of the transactions contemplated hereby or thereby, subject to the receipt nor compliance by Parent or Purchaser with any of the Company Shareholder Approvalterms or provisions hereof or thereof, will (aA) conflict with or result in any breach of violate any provision of the certificate of incorporation or bylaws of Parent or any Group Company’s Governing Documentsof the similar organizational documents of Purchaser or any of Parent's or Purchaser's subsidiaries or (B) assuming that the authorizations, consents and approvals referred to in Section 2(c)(i) are obtained, (bx) except as set forth in Schedule 4.5violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, modification or acceleration) under result in the creation of any Lien upon any of the respective properties or assets of Parent or Purchaser or any of their respective subsidiaries under, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, indenture, deed of trust, license, lease, agreement or Company Material Permitother instrument or obligation to which Parent, (c) violate in Purchaser or any material respect any Lawof their respective subsidiaries is a party, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or affected, except, in the case of clause (dB) except as above, for such violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or Lien creations which would not reasonably be expected to have a Parent Material Adverse Effect or a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement or with respect to Permitted Liens, result in and the creation of any Lien upon any material assets of any Group CompanyMerger Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Interlogix Inc), Voting Agreement (General Electric Co), Voting Agreement (Berwind LLC)
Consents and Approvals; No Violations. Assuming the truth and accuracy Subject to receipt of the representations Parent Shareholder Approval, the Company Shareholder Approval and warranties the Required Limited Partners Approval and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” laws, (b) the filing with the SEC of the Proxy Statement and the Form S-4 in which the Proxy Statement will be included as a joint prospectus, and declaration of effectiveness of the Form S-4, such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and Amalgamation Sub compliance with the rules and regulations of the NYSE, including approval of listing of such Parent Common Stock on the NYSE, (c) for (A) the acceptance for record by the SDAT of the Maryland Articles of Merger and (B) the filing of the Delaware Merger Certificate with the DSOS and (d) as otherwise set forth in Section 5.54.5 of the Parent Disclosure Schedule, no material notices to, filings with, or authorizations, consents or approvals none of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or by each of the Ancillary Documents to which such Group Company is a party or Purchaser Parties, the consummation by the Company and the Founders each of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company Purchaser Parties of the transactions contemplated hereby or thereby, subject to the receipt compliance by each of the Company Shareholder Approval, Purchaser Parties with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe organizational documents of each of the Purchaser Parties, (bii) except as set forth in Schedule 4.5require any filing with, notice by, or permit, authorization, consent or approval of, any Governmental Entity, (iii) require any consent or notice under, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material Contractmaterial note, Material Company Real Property Lease bond, mortgage, indenture, lease, license, contract, agreement or Company Material Permit, (c) violate in other instrument or obligation to which each of the Purchaser Parties is a party or by which any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets may be bound, or (div) except as contemplated violate any Law applicable to each of the Purchaser Parties or any of their respective properties or assets, excluding any of the foregoing which would not, individually or in the aggregate, (A) reasonably be expected to prevent or materially delay consummation of the Mergers, (B) otherwise reasonably be expected to prevent or materially delay performance by the Purchaser Parties of any of its material obligations under this Agreement or with respect (C) reasonably be expected to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Companyhave a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Gramercy Capital Corp), Merger Agreement (American Financial Realty Trust), Stockholder Voting Agreement (Morgan Stanley)
Consents and Approvals; No Violations. Assuming the truth and accuracy (a) Other than as set forth on Section 4.2(a) of the representations Target Disclosure Letter, the execution and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or by Target do not, the execution and delivery by Target of the Ancillary Documents Agreements to which such Group Company is a party or be executed and delivered by Target as contemplated hereby will not and the consummation by the Company and the Founders Target of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, thereby will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, not result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification payment or acceleration) under, or result in the creation of any Lien on any of the properties or assets of Target or any of its Subsidiaries (taken as a whole), except for Permitted Liens, under: (i) any provision of the Organizational Documents of Target or any of its Subsidiaries; (ii) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to Target or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (iii) any of the terms, conditions or provisions of any Material Contract to which Target or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets is bound except in the case of clauses (ii) and (iii) above, for such violations, filings, permits, consents, approvals, notices, breaches or conflicts which would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect with respect to Target.
(b) Except for such filings and approvals as may be required pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and as set forth on Section 4.2(b) of the Target Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental Entity or private third party is necessary or required under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease Law or Company Material Permit, (c) violate in Order applicable to Target or any material respect any Law, writ, injunction of its Subsidiaries or decree of any Governmental Entity having jurisdiction over any Group Company or by which any of their respective properties or assets may be bound, any Material Contract to which Target or (d) except as contemplated any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, for the execution and delivery of this Agreement by Target, the performance by Target of its obligations hereunder or the consummation of the transactions contemplated hereby other than those which, the failure to obtain or make, would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyTarget.
Appears in 3 contracts
Samples: Merger Agreement (Mobile Services Group Inc), Merger Agreement (Mobile Mini Inc), Merger Agreement (Mobile Storage Group Inc)
Consents and Approvals; No Violations. Assuming the truth (a) The execution and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or by each of NYMEX Holdings and NYMEX does not and the consummation by the Company each of NYMEX Holdings and the Founders NYMEX of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for will not: (i) conflict with any provisions of the Company Shareholder ApprovalConstituent Documents of NYMEX Holdings or any NYMEX Holdings Subsidiary; (ii) violate any Law or Order (assuming compliance with the matters set forth in Section 3.6(b)); (iii) result, after the giving of notice, with lapse of time, or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which NYMEX Holdings or NYMEX is a party; (iv) result in the creation or imposition of any Lien upon any properties or assets of NYMEX Holdings or any NYMEX Holdings Subsidiary or (v) cause the suspension or revocation of any NYMEX Holdings Permit, except, in the case of clauses (ii), (iii), (iv) and (v), as have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on NYMEX Holdings.
(b) No clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by NYMEX Holdings or any NYMEX Holdings Subsidiary in connection with the execution or delivery of this Agreement by NYMEX Holdings and NYMEX or the consummation by NYMEX Holdings and NYMEX of the transactions contemplated hereby, except for: (i) compliance by NYMEX Holdings with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any required filings or notifications under any foreign antitrust merger control laws (the “Foreign Competition Laws”); (ii) the filing of the Amalgamation Application Certificate of Merger with the Registrar, Secretary of State of the State of Delaware in accordance with the DGCL; (iii) the filings with the Securities and Exchange Commission (the “SEC”) of (A) the Joint Proxy Statement/Prospectus in accordance with Regulation 14A promulgated under the Exchange Act, (B) the Form S-4 and (C) such reports under and such other compliance with and filings under the HSR Exchange Act and other Antitrust Laws, the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby; (iv) filings any clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, and approval ofor notice to, or permit issued by the Bermuda Monetary Authority and CFTC under the insurance regulatory authorities in Commodity Exchange Act with respect to the jurisdictions listed in Schedule 4.5 (amendments to the “Company Insurance Approvals”), Constituent Documents of NYMEX contemplated by this Agreement and (v) those that may be required solely by reason any such clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit, the failure of Parent’s which to make or Amalgamation Sub’s (as opposed to any other third party’s) participation obtain has not resulted in and would not, individually or in the transactions contemplated hereby. Neither the executionaggregate, delivery or performance by the Company of this Agreement or the Ancillary Documents reasonably be expected to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAdverse Effect on NYMEX Holdings.
Appears in 2 contracts
Samples: Merger Agreement (Nymex Holdings Inc), Merger Agreement (Cme Group Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the Company Shareholder Approvalconsents and approvals set forth in Parent Disclosure Schedule 5.4(a)(i), (ii) the filing of filings, approvals and/or notices as may be required under, and other applicable requirements of, the Amalgamation Application with the RegistrarHSR Act, (iii) compliance the filing with the SEC of the S-4 Registration Statement and filings under the HSR Act Proxy Statement/Prospectus relating to the approval of this Agreement by the holders of Shares and other Antitrust Lawsthe issuance of Parent Shares in the Merger, (iv) filings withthe filing of the Certificate of Merger with the Secretary of State and (v) such other filings, permits, authorizations, consents and approvals as may be required under, and approval other applicable requirements of, the Bermuda Monetary Authority Exchange Act and Nasdaq (all of the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (foregoing collectively, the “Company Insurance Parent Required Governmental Approvals”), and (v) those that may no consent or approval of, or filing, declaration or registration with, any Governmental Entity is required to be required solely obtained or made by reason Parent or Merger Sub or any of Parent’s other Subsidiaries for the consummation by each of Parent and Merger Sub of the Transactions to be consummated by it, other than such consents, approvals, filings, declarations or Amalgamation Sub’s (as opposed registrations that, if not obtained or made, would not, individually or in the aggregate, be reasonably expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger or the other Transactions. Parent does not own, directly or indirectly, any voting interest in any other third party’sPerson that requires an additional filing by Parent under the HSR Act.
(b) participation in the transactions contemplated hereby. Neither None of the execution, delivery or and performance by the Company Parent and Merger Sub of this Agreement or and, in the Ancillary Documents to which case of Parent, the Company is a party nor Voting Agreement, and the consummation by the Company each of Parent and Merger Sub of the transactions contemplated hereby or therebyTransactions to be consummated by it, subject to the receipt and compliance by Parent and Merger Sub with any of the Company Shareholder Approvalterms and provisions of this Agreement and in the case of Parent, the Voting Agreement, will (a) conflict with constitute or result in any (i) subject to approval by Parent of this Agreement as the sole stockholder of Merger Sub, which approval will be obtained immediately following the execution of this Agreement, a breach or violation of any provision of any Group Company’s Governing Documentsthe certificate of incorporation or by-laws or similar organizational or governing documents of Parent or Merger Sub, (bii) except assuming that the Parent Required Governmental Approvals are received or made, as set forth in Schedule 4.5the case may be, result in prior to the Effective Time, a breach or violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease Law applicable to Parent or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Merger Sub or any of their respective properties or assets or (diii) except as contemplated by this Agreement a breach or violation of or the loss of any benefit under, a default (or an event which, with respect to Permitted Liensnotice or lapse of time, result in or both, would constitute a default) under, the termination of or a right of termination or cancellation under, the creation, acceleration or change of any rights or obligations of any party or the creation of any Lien upon any material of the respective properties or assets of Parent or Merger Sub under any Group CompanyContract to which Parent or Merger Sub is a party, or by which either of them or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such breaches, violations, losses of benefits, defaults, events, terminations, rights of termination or cancellation, right or obligation creations, accelerations or changes or Lien creations as would not, individually or in the aggregate, be reasonably expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger or the other Transactions.
Appears in 2 contracts
Samples: Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (Consolidated Graphics Inc /Tx/)
Consents and Approvals; No Violations. Assuming Except for in connection with or in compliance with (a) filing with the truth SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and accuracy form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the representations Securities Act and warranties the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of Parent and Amalgamation Sub the Company Board set forth in Section 5.54.2(a), no material notices to(f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, filings withthe Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, or authorizationsthe “Transaction Approvals”), consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor and the consummation by the Company of the transactions contemplated hereby or therebyTransactions will not, subject to the receipt accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company Shareholder Approvalor any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, will or consent or approval with respect to the Company or any of its Subsidiaries of, or other action by, any Governmental Authority; (aiii) violate or conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws; or (iv) require any Group Company’s Governing Documentsconsent of, (b) except as set forth in Schedule 4.5notice to or other action by any Person under, result in constitute a violation default or breach ofor an event that, or cause acceleration, or constitute (with or without due notice or lapse of time or both) , would constitute a default (or give rise to breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of terminationany benefit under, cancellation, modification or acceleration) under any of the terms, conditions or provisions provision of any Company Material Contract, Material Company Real Property Lease except in the case of clause (iv), as has not had, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAdverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Battalion Oil Corp), Merger Agreement (Battalion Oil Corp)
Consents and Approvals; No Violations. Assuming Except for (i) the truth filing of a premerger notification report under the HSR Act and accuracy the expiration or termination of the representations applicable waiting period with respect thereto; (ii) the filing with the SEC of the Proxy Statement/Prospectus, the Registration Statement, such reports under Section 13(a) of the Exchange Act and warranties such other compliance with the Securities Act and the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby, and the obtaining from the SEC of Parent such orders as may be so required; (iii) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware; (iv) such filings and Amalgamation Sub set forth in Section 5.5approvals as may be required by any applicable state securities or "blue sky" laws; (v) any required approvals of the NCUC, the PSCSC, and FERC; and (vi) the filing of an exemption statement on Form U-3A-2 with the SEC pursuant to PUHCA, no material notices to, filings filing or registration with, and no permit, authorization, consent, order or approval of, any Governmental Authority is necessary or required in connection with the execution and delivery of this Agreement by CP&L or Merger Subsidiary or for the consummation by CP&L or Merger Subsidiary of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents consents, orders and approvals contemplated by the immediately preceding sentence have been duly made or approvals of any Person or Governmental Entity are necessary for obtained, neither the execution, delivery or and performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or nor the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for CP&L or Merger Subsidiary will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of the Articles of Incorporation, bylaws, partnership or joint venture agreements or other organizational documents of any Group Company’s Governing Documentsof the CP&L Companies, (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, or otherwise result in any diminution of any of the rights of the CP&L Companies with respect to, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, indenture, license, Contract or Company Material Permit, (c) violate in other instrument or obligation to which any material respect of the CP&L Companies is a party or by which it or any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets may be bound or (diii) except as contemplated by this Agreement violate any order, writ, injunction, decree, statute, rule or with respect regulation applicable to Permitted LiensCP&L or any of their properties or assets except, result in the creation case of any Lien upon any material assets subsections (ii) or (iii) above, for violations, breaches or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on CP&L and that will not prevent or delay the consummation of any Group Companythe transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Carolina Power & Light Co), Merger Agreement (Carolina Power & Light Co)
Consents and Approvals; No Violations. Assuming the truth and accuracy (a) Section 6.3(a) of the representations and warranties of Parent and Amalgamation Sub set Disclosure Schedules sets forth in Section 5.5each consent, no material notices waiver, approval, registration, license, authorization, qualification, permit of, or other filing or notification, that is required to be obtained from or given to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for in connection with the execution, delivery or performance of each Transaction Agreement by Buyer and the consummation of the transactions contemplated hereby and thereby, (i) other than those that may be required solely by reason of participation by the Company, Parent or Seller in the transactions contemplated hereby and thereby, and (ii) except for such consents, waivers, approvals, registrations, licenses, authorizations, qualifications, permits, filings or notifications which, if not obtained or made, would not be reasonably likely to (A) prevent or materially delay the Closing or otherwise prevent Buyer from complying with the terms and provisions of this Agreement, (B) prevent the consummation of the transactions contemplated hereunder, or (C) otherwise materially and adversely affect the ability of Buyer to perform its obligations hereunder.
(b) Section 6.3(b) of the Disclosure Schedules sets forth each consent, waiver, approval, registration, license, authorization, qualification, permit of, or other filing or notification, that is required to be obtained from or given to, any Group Company Person party to a material Contract by Buyer in connection with the execution, delivery, or performance of each Transaction Agreement by Buyer and the consummation of the transactions contemplated hereby and thereby, except for such consents, waivers, approvals, registrations, licenses, authorizations, qualifications, permits, filings or notifications which, if not obtained or made, would not be reasonably likely to (A) prevent or materially delay the Closing or otherwise prevent Buyer from complying with the terms and provisions of this Agreement, (B) prevent the consummation of the transactions contemplated hereunder, or (C) otherwise materially and adversely affect the ability of Buyer to perform its obligations hereunder.
(c) Except as set forth on Section 6.3(c) of the Disclosure Schedules and except as required under the HSR Act, neither the execution and delivery by Buyer of this Agreement or the Ancillary Documents to which such Group Company it is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)party, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to and the receipt of compliance by Buyer with the Company Shareholder Approvalterms and conditions hereof and thereof, will will:
(ai) conflict with or result in any breach of violate any provision of any Group Company’s the Governing Documents, Documents of Buyer;
(bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification acceleration, obligation to repay or accelerationrequire any notice under, or result in the creation of any Lien (other than a Permitted Lien) under on any of the assets or properties of Buyer pursuant to the terms, conditions or provisions of any Company Material Contractmaterial Contract to which Buyer is party or to which its assets or properties are bound or subject, Material Company Real Property Lease except such violations, breaches, defaults, losses, rights or Company Material Permit, other occurrence which would not be reasonably likely to prevent or materially delay the Closing or otherwise prevent Buyer from complying with the terms and provisions of this Agreement; or
(ciii) violate in any material respect any LawLaw applicable to Buyer, writ, injunction except such violations which would not be reasonably likely to prevent or decree materially delay the Closing or otherwise prevent Buyer from complying with the terms and provisions of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAgreement.
Appears in 2 contracts
Samples: Purchase Agreement (Ocwen Financial Corp), Purchase Agreement (Ocwen Financial Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy Subject to receipt of the representations Company Stockholder Approval, and warranties of Parent and Amalgamation Sub set forth in Section 5.5except (a) for filings, no material notices topermits, filings with, or authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or approvals state “blue sky” Laws, and (b) for filing of any Person or Governmental Entity are necessary the applicable Merger Certificates with, and the acceptance for record of the Merger Certificates by, the SDAT and the DSOS, as applicable, and the filing of the Partnership Merger Certificate with, and acceptance for record of the Partnership Merger Certificate by, the DSOS, none of the execution, delivery or performance by any Group Company of this Agreement or by the Ancillary Documents to which such Group Company is a party or Parties, the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company Parties of the transactions contemplated hereby or thereby, subject to compliance by the receipt Company Parties or the Company Subsidiaries with any of the Company Shareholder Approval, provisions hereof will (ai) conflict with or result in any breach or violation of any provision of (A) the Company Governing Documents or the Partnership Governing Documents or (B) the organizational documents of any Group Company’s Governing DocumentsCompany Subsidiary, (bii) require any filing by any of the Company Parties or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of the Proxy Statement/Prospectus in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Company Common Stock in the Company Merger will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth may be required in Schedule 4.5connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a violation or breach by the Company or any Company Subsidiary of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancelation or acceleration) under under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which Company or any Company Subsidiary is a party or by which it or any of their its respective properties or assets may be bound, or (div) except as contemplated by this Agreement violate or conflict with respect any Law applicable to Permitted Liensthe Company or any Company Subsidiary or any of its respective properties or assets, result excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the creation of any Lien upon any material assets of any Group Companyaggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Extra Space Storage Inc.), Merger Agreement (Life Storage Lp)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub Except as set forth in Section 5.54.6 of the Company Disclosure Schedule, no material notices tosubject to receipt of the Company Stockholder Approval, filings withand except (a) for filings, or permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or approvals state “blue sky” Laws, and (b) for filing of any Person or Governmental Entity are necessary the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT, and the filing of the Company Merger Certificate and the Partnership Merger Certificate with the DSOS, none of the execution, delivery or performance by any Group Company of this Agreement or by the Ancillary Documents to which such Group Company is a party or Company, the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company Partnership of the transactions contemplated hereby or thereby, subject to compliance by the receipt Company or the Company Subsidiaries with any of the Company Shareholder Approval, provisions hereof will (ai) conflict with or result in any breach or violation of any provision of the organizational documents of the Company or any Group Company’s Governing DocumentsCompany Subsidiary, (bii) require any filing by the Company or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) the filing with the SEC of (I) the Joint Proxy Statement in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Company Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), and declaration and effectiveness of the Form S-4, and (II) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth may be required in Schedule 4.5connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE MKT LLC, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a violation or breach by the Company or any Company Subsidiary of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, give rise to any right of purchase, first offer or forced sale, result in the triggering of any payment or result in the creation of any lien or other encumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to any of the terms, conditions or provisions of any Company note, bond, mortgage, indenture, lease, license, contract, agreement, permit, franchise or other instrument or obligation or Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which the Company or any Company Subsidiary is a party or by which it or any of their its respective properties or assets may be bound, or (div) except as contemplated violate or conflict with any Law applicable to the Company or any Company Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, (A) have, or reasonably be expected to prevent or materially delay consummation of the Mergers, (B) otherwise prevent or materially delay performance by the Company or the Partnership of its material obligations under this Agreement or with respect (C) have, or reasonably be expected to Permitted Lienshave, result in the creation of any Lien upon any material assets of any Group Companya Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Farmland Partners Inc.), Merger Agreement (American Farmland Co)
Consents and Approvals; No Violations. Assuming the truth (a) The execution and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company Sellers of this Agreement or and the Seller Ancillary Documents to which such Group Company is a party or do not, and the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)thereby will not, except for (i) conflict with, or result in any violation or breach of, any of the Company Shareholder Approvalprovisions of the Organizational Documents of any Seller, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a material violation or breach of, of or cause accelerationloss of a material benefit under, or constitute a material default (with or without due notice or lapse of time or both) a default under, any material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iii) except as indicated on Schedule 4.4(b) or 4.12, require any consent, approval or other authorization of, or filing with or notification to, any Person under any material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iv) subject to the receipt or making of the consents, approvals, authorizations, and filings referred to in Section 4.3(b), contravene or conflict with, or result in any material violation or breach of, any Law applicable to Sellers or the Business, (v) give rise to any right of termination, cancellation, amendment or modification of rights of Sellers or accelerationacceleration of any of Sellers’ obligations under any Assigned Contract, except as would not reasonably be expected to have a Material Adverse Effect, or (vi) under cause the creation or imposition of any Liens on any of the termsPurchased Assets, conditions except for Permitted Liens.
(b) Assuming all filings required under the HSR Act are made and any waiting periods thereunder have been terminated or provisions of any Company Material Contractexpired, Material Company Real Property Lease no other consent, approval, authorization of, or Company Material Permitfiling with or notification to, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets (other than (i) those which, if not satisfied, would not be material to the Business or (dii) except as contemplated may be required by this Agreement any Contract with Governmental Entities that are conducting business with Sellers), is necessary or required by or with respect to Permitted Liensthe execution, result in delivery and performance of this Agreement and the creation Seller Ancillary Documents by Sellers, or the consummation by Sellers of any Lien upon any material assets of any Group Companythe transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Rollins Inc)
Consents and Approvals; No Violations. Assuming the truth (a) The execution, delivery and accuracy performance by Parent, Merger Sub and Merger LLC of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5Transaction Documents to which it is a party, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or and performance by any Group Company Parent of this the New Governance Agreement or and the Ancillary Documents to which such Group Company is a party or Voting Agreement and the consummation by the Company Parent, Merger Sub and the Founders Merger LLC of the transactions contemplated hereby (including the disposition and thereby do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, consent or approval of any Governmental Authority by the Founders of their interests in the Group Companies Parent, Merger Sub and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for Merger LLC other than (i) as may be required by the Company Shareholder ApprovalHSR Act, (ii) the filing of the Amalgamation Application with the RegistrarSEC of (A) the Registration Statement and (B) such reports under the Exchange Act as may be required in connection with the Transaction Documents, the Voting Agreement, and the New Governance Agreement, and the transactions contemplated hereby and thereby, (iii) compliance with such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and filings notifications as may be required under applicable U.S. federal and state or foreign securities Laws or the HSR Act rules and other Antitrust Lawsregulations of NASDAQ, (iv) filings with, and approval of, the Bermuda Monetary Authority filing of the Upstream Merger Certificate or other documents as required by the DGCL and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and LLC Act or (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation filings, registrations, notifications, authorizations, permits, licenses, declarations, Orders, consents or approvals the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of the transactions contemplated hereby. Neither by the Transaction Documents.
(b) Except as set forth on Section 4.4(b) of the Parent Disclosure Letter, the execution, delivery or and performance by Parent, Merger Sub and Merger LLC of the Company of this Agreement or the Ancillary Transaction Documents to which the Company it is a party nor party, the execution, delivery and performance by Parent of the New Governance Agreement and the Voting Agreement and the consummation by the Company Parent, Merger Sub and Merger LLC of the transactions contemplated hereby or and thereby, subject to the receipt of the Company Shareholder Approval, do not and will not (a1) conflict with or violate any provision of the Parent Charter or Parent Bylaws or the certificate of incorporation or bylaws of Merger Sub or Merger LLC, (2) conflict with or violate any Law applicable to Parent, Merger Sub or Merger LLC or by which any property or asset of Parent, Merger Sub or Merger LLC is bound, (3) require any consent or notice, or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, modification result in the loss of any benefit under, or acceleration) under result in the triggering of any payments or requirements to purchase or redeem pursuant to, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Contract to which Parent or any of their respective properties its Subsidiaries is a party or assets by which any property or asset of Parent or any of its Subsidiaries is bound or (d4) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of an Encumbrance (except for Permitted Encumbrances) on any Lien upon property or asset of Parent, Merger Sub, or Merger LLC, except, with respect to clauses (ii), (iii) and (iv) of this Section 4.4(b) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents.
(c) No material filings or notifications are required pursuant to any Competition Law (other than the HSR Act) with respect to the transactions contemplated by this Agreement other than filings and notifications under such Competition Laws that would not, individually or in the aggregate, reasonably be expected to have a material assets adverse effect on Parent and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of any Group Companythe transactions contemplated by the Transaction Documents. For purposes of this Section 4.4, the term “Governmental Authority” shall include NASDAQ.
Appears in 2 contracts
Samples: Merger Agreement (Expedia Group, Inc.), Merger Agreement (Liberty Expedia Holdings, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the consents and approvals set forth in Section 4.4(a) of the Company Shareholder ApprovalDisclosure Schedule, (ii) the filing with the Securities and Exchange Commission (the "SEC") of the Amalgamation Application with the RegistrarProxy Statement, (iii) compliance the filing of the Certificate of Merger with the Secretary of State of the State of Georgia pursuant to the GBCC, and filings under the HSR Act and other Antitrust Laws, (iv) filings withfilings, permits, authorizations, consents and approvals as may be required under, and approval other applicable requirements of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 Securities Exchange Act of 1934, as amended (the “Company Insurance Approvals”"Exchange Act"), and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (v) those that may be required solely the "HSR Act"), and any similar requirements of foreign jurisdictions, no consents or approvals of, or filings, declarations or registrations with, any federal, state or local court, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign (each a "Governmental Entity"), are necessary for the consummation by reason the Company of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither , other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, in the executionaggregate, a Company Material Adverse Effect.
(b) Except as set forth in Section 4.4(b) of the Company Disclosure Schedule, neither the execution and delivery or performance of this Agreement by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or therebyhereby, subject to nor compliance by the receipt Company with any of the Company Shareholder Approvalterms or provisions hereof, will (ai) conflict with or result in any breach of violate any provision of the Company Articles or Company Bylaws or any Group Company’s Governing Documentsof the organizational documents of any of its Significant Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4(a) and the Company Stockholder Approval are duly obtained in accordance with the GBCC, (bx) except as set forth in Schedule 4.5violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, modification or acceleration) under result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Material Contractor any of its subsidiaries is a party, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or (d) except as contemplated by this Agreement or with respect to Permitted Liensaffected, result except, in the creation case of any clause (ii) above, for such violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or Lien upon any material assets of any Group Companycreations which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Shaw Industries Inc), Merger Agreement (Berkshire Hathaway Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)Company, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby First Merger or thereby, subject to any other Transaction or compliance by the receipt Company with any of the Company Shareholder Approval, provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Company Governing Documents or the comparable organizational or governing documents of any Group Company’s Governing DocumentsCompany Subsidiary, (b) require any filing by the Company or any Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state, local or supernational (a “Governmental Entity”), other than any taxing authority (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the MGCL in connection with the Mergers, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Mergers, including (A) a proxy statement in preliminary and definitive form relating to the Stockholders Meeting that will be sent to the stockholders of the Company in connection with the Stockholders Meeting (together with any amendments or supplements thereto or document incorporated by reference therein, the “Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the First Merger and Parent Series C Preferred Stock in the Second Merger will be registered pursuant to the Securities Act and in which the Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”) and filings on Form 8-K or pursuant to Rule 14a-12 under the Exchange Act, or (iv) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers), (c) except as set forth in Schedule 4.5on Section 3.5 of the Company Disclosure Letter, accelerate the performance required by, result in a any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which the Company or any of their respective properties or assets or the Company Subsidiaries is a party, (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien or other encumbrance (other than a Company Permitted Lien) upon any material of the respective properties or assets of the Company, or (e) violate any Group Companyorder, writ, injunction, decree or Law applicable to the Company or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Apollo Residential Mortgage, Inc.), Merger Agreement (Apollo Commercial Real Estate Finance, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the Company Shareholder Approvalfiling of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ii) the filing of the Amalgamation Application Parent Charter Amendment with the RegistrarFlorida Department of State pursuant to applicable Florida Law, (iii) compliance with applicable requirements of the Hxxx-Xxxxx-Xxxxxx Act (the “HSR Act”) and filings under the HSR Act and other Antitrust Lawssimilar applicable competition, antitrust or similar Laws in any relevant foreign country or jurisdiction, (iv) filings the filing in definitive form and declaration of effectiveness of the Registration Statement and Joint Proxy Statement, (v) the filing with the SEC of such reports under the Exchange Act and Securities Act, and the rules and regulations thereunder, as may be required by this Agreement, the Merger and the Transactions, (vi) the filing of applications with, and approval compliance with requirements of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”)Nasdaq, and (vvii) those that may such filings and approvals as are required to be required solely made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of Parent Common Stock pursuant to this Agreement, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by reason Parent of the Transactions, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Material Adverse Effect on Parent’s or Amalgamation Sub’s .
(as opposed to any other third party’sb) participation in the transactions contemplated hereby. Neither the execution, execution and delivery or performance by the Company of this Agreement by Parent or the Ancillary Documents to which the Company is a party Merger Sub, nor the consummation by the Company Parent or Merger Sub of the transactions contemplated hereby Transactions, nor compliance by Parent or thereby, subject to the receipt Merger with any of the Company Shareholder Approvalterms or provisions hereof, will (ai) assuming that Parent Shareholder Approval is obtained, conflict with or result in any breach of violate any provision of any Group Company’s Governing Parent Charter Documents, as amended, or Merger Sub’s certificate of incorporation or by-laws, or (bii) except as assuming that the authorizations, consents and approvals referred to in Section 3.4(a) are obtained and the filings referred to in Section 3.4(a) are made, violate any Law or any judgment, writ or injunction of any Governmental Entity applicable to Parent or any of its Subsidiaries, or (iii) assuming that the notices and consents set forth in on Section 3.4(b) of the Parent Disclosure Schedule 4.5are made or obtained, result in a violation or breach ofviolate, or cause acceleration, conflict with or constitute a default (or an event, condition or circumstance which, with or without due notice or lapse of time or bothtime, would become a default) a default (under, or give rise any rights of termination or cancellation of, or accelerate the performance required by, or maturity of, or result in the creation of any encumbrance on any assets of Parent or its Subsidiaries pursuant to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease or Company Material bond, mortgage, indenture, deed of trust, license, lease, contract, Permit, franchise, concession or other agreement to which Parent or any of its Subsidiaries is a party, or by which any of their assets are bound, except, with respect to clauses (ii) and (iii), for violations, conflicts or defaults or other occurrences which would not reasonably be expected to have a Material Adverse Effect on Parent.
(c) violate The affirmative votes (in person or by proxy) of the holders of a majority of the shares of Parent Common Stock as to which votes are cast at the Parent Shareholders Meeting, or any material respect any Lawadjournment or postponement thereof, writ, injunction in favor of adoption of the Parent Charter Amendment and approval of the issuances of Parent Common Stock pursuant to the Transactions are the only votes or decree approvals of the holders of any Governmental Entity having jurisdiction over any Group Company class or series of capital stock of Parent or any of their respective properties or assets or (d) except as contemplated by its Subsidiaries which are necessary to adopt this Agreement or with respect to Permitted Liens, result in and approve the creation of any Lien upon any material assets of any Group CompanyTransactions.
Appears in 2 contracts
Samples: Merger Agreement (Perfumania Holdings, Inc.), Merger Agreement (Perfumania Holdings, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject Subject to the receipt of the Company Shareholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, (b) for filing of the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT, (c) the filing of the Partnership Merger Certificate with, and the acceptance of the Partnership Merger Certificate by, the Secretary of State of the State of Delaware, and (d) the filing of the Partnership Articles of Merger with, and the acceptance for record of the Partnership Articles of Merger by, the SDAT, none of the execution, delivery or performance of this Agreement by the Company Parties, the consummation by the Company Parties of the transactions contemplated hereby or compliance by the Company Parties or the Company Subsidiaries with any of the provisions hereof will (ai) conflict with or result in any breach or violation of any provision of (A) the Company Governing Documents or the Partnership Governing Documents or (B) the organizational documents of any Group Company’s Governing DocumentsCompany Subsidiary, (bii) require any filing by any of the Company Parties or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of the Proxy Statement/Prospectus in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and issuance of shares of Parent Common Stock in the Company Merger will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth may be required in Schedule 4.5connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of NYSE, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a violation or breach by the Company or any Company Subsidiary of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancelation or acceleration) under under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of the Company or any of the Company Subsidiaries or trigger any preemptive rights, rights of first offer or refusal, purchase options or any similar rights pursuant to any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (civ) violate in or conflict with any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Law applicable to the Company or any Company Subsidiary or any of their its respective properties or assets assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or (d) except as contemplated by this Agreement defaults which would not, individually or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Companyaggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Healthpeak Properties, Inc.), Merger Agreement (Physicians Realty Trust)
Consents and Approvals; No Violations. Assuming No filing with or notice to, and no permit, authorization, registration, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, authority or other entity (a “Governmental Entity”) is required on the truth and accuracy part of the representations and warranties Company or any of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary its Subsidiaries for the execution, delivery or and performance by any Group the Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby hereby, except (i) pursuant to the applicable requirements of the Securities Act of 1933, as amended (including the disposition by rules and regulations promulgated thereunder the Founders of their interests in the Group Companies “Securities Act”) and the receipt by Securities Exchange Act of 1934, as amended (including the Founders of rules and regulations promulgated thereunder the Founder Amalgamation Stock Consideration“Exchange Act”), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with Certificate of Merger pursuant to the RegistrarDGCL, (iii) compliance with and filings under Section 721 of the HSR Defense Production Act and other Antitrust Lawsof 1950, as amended (“Exon-Xxxxxx”), (iv) filings withcompliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 as amended (the “Company Insurance ApprovalsHSR Act”), and (v) those that compliance with any applicable requirements of Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the “EC Merger Regulation”), (vi) compliance with any applicable requirements of Laws in other foreign jurisdictions governing antitrust or merger control matters, (vii) as may be required solely by reason the Nasdaq National Market or (viii) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or would not prevent, impair or materially delay the consummation of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the Merger and the transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (aA) conflict with or result in any breach breach, violation or infringement of any provision of the respective certificate of incorporation or by-laws (or similar governing documents) of the Company or of any Group Company’s Governing Documentsits Subsidiaries, (bB) except as set forth in Schedule 4.5, result in a breach, violation or breach infringement of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation, whether written or oral (each a “Contract”), to which the Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect of its Subsidiaries is a party or by which any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets may be bound that is required to be described in, or filed as an exhibit to, any Company Report (as defined below) (each, a “Material Contract”), or (dC) violate or infringe any order, writ, injunction, judgment, arbitration award, agency requirement, decree, law, statute, ordinance, rule or regulation, concession, franchise, permit, license or other governmental authorization or approval (each a “Law”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation case of any Lien upon any material assets (B) or (C) for breaches, violations, infringements, defaults or changes which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (excluding, for purposes of any Group Companythis Section 5.4, clause (4) of the definition of Company Material Adverse Effect) or to prevent, impede or materially delay the ability of the Company to consummate the transactions contemplated hereby or to perform its obligations hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novartis Ag), Merger Agreement (Chiron Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations execution and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement by MIT, the performance of or the Ancillary Documents to which such Group Company is a party or compliance with this Agreement by MIT, the consummation by the Company and the Founders MIT of the transactions Merger or any other transaction contemplated hereby (including the disposition or compliance by the Founders of their interests in the Group Companies and the receipt by the Founders MIT with any of the Founder Amalgamation Stock Consideration), except for provisions of this Agreement will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings conflict with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of or violate any provision of any Group Company’s Governing Documentsthe Existing Declaration of Trust or Bylaws or the Amended and Restated Declaration of Trust or Amended and Restated Bylaws, (bii) except as set forth in Schedule 4.5, result in a violation or breach ofrequire any filing by MIT with, or cause accelerationthe obtaining of any permit, authorization, consent or approval of any Governmental Authority (except for (v) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, any applicable requirements of the Exchange Act and the Securities Act, (w) any filings as may be required under the MGCL or the Maryland REIT Law in connection with the Merger, (x) such filings with the SEC as may be required to be made by MIT in connection with this Agreement and the Merger, (y) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (z) such filings as may be required in connection with state and local transfer taxes), or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (ciii) violate in any material respect any Laworder, writ, injunction injunction, decree or decree of any Governmental Entity having jurisdiction over any Group Company law applicable to MIT, or any of their respective its properties or assets assets; except in respect of clauses (ii) or (diii) except as contemplated by this Agreement where (1) such failures to obtain such permits, authorizations, consents or with respect approvals, (2) such failures to Permitted Liensmake such filings or (3) such failures to obtain such consents or approvals have not had, result and would not reasonably be expected to have, individually or in the creation of any Lien upon any aggregate, a material assets of any Group Companyadverse effect.
Appears in 2 contracts
Samples: Merger Agreement (Mobile Infrastructure Corp), Merger Agreement (Mobile Infrastructure Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the consents and approvals set forth in Section 3.4(a) of the Company Shareholder ApprovalDisclosure Schedule, (ii) the filing with the SEC of the Amalgamation Application with Offer Documents, the RegistrarSchedule 13E-3/A, the Schedule 14D-9/A and, if necessary, of the Proxy Statement, (iii) compliance the filing of the Certificate of Merger with and filings under the HSR Act and other Antitrust LawsSecretary of State of the State of Delaware pursuant to the DGCL, (iv) filings with, and approval ofif necessary, the Bermuda Monetary Authority and adoption of this Agreement by the insurance regulatory authorities in requisite votes of the jurisdictions listed in Schedule 4.5 (stockholders of the “Company Insurance Approvals”), and (v) those that filings, permits, authorizations, consents and approvals as may be required solely by reason under, and other applicable requirements, of Parent’s the Exchange Act and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no consents or Amalgamation Sub’s approvals of, or filings, declarations or registrations with, any federal, state or local court, administrative or regulatory agency or commission or other any governmental authority or instrumentality, domestic or foreign (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the executioneach a "Governmental Entity"), delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor are necessary for the consummation by the Company of the transactions contemplated hereby hereby, other than such consents, approvals, filings, declarations or therebyregistrations that, subject if not obtained, made or given, would not reasonably be expected to have, in the receipt aggregate, a Company Material Adverse Effect.
(b) Except as set forth in Section 3.4(b) of the Company Shareholder ApprovalDisclosure Schedule, none of the execution and delivery of this Agreement or the Option Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, or compliance by the Company with any of the terms or provisions hereof or thereof, will (ai) conflict with or result in any breach of violate any provision of the Certificate of Incorporation or Bylaws of the Company or any Group Company’s Governing Documentsof the similar organizational documents of any of its Significant Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) and, if required by the DGCL, the vote of holders of a majority of the issued and outstanding shares of Class A Common Stock in favor of adoption of this Agreement are obtained, (bx) except as set forth in Schedule 4.5violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, modification or acceleration) under result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, contract, agreement or other instrument or obligation to which the Company Material Contractor any of its subsidiaries is a party, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or affected, except, in the case of clause (dii) except above, for such violations, conflicts, losses of benefits, breaches, defaults, terminations, rights of termination or cancellation, accelerations or Lien creations which, in the aggregate, would not have a Company Material Adverse Effect.
(c) Except as contemplated by this Agreement set forth on Schedule 3.4(c) of the Company Disclosure Schedule, no event has occurred (which has not been cured or satisfied) which violates, conflicts with, has resulted or is reasonably likely to result in the loss of any material benefit under, constitutes a default (or an event which, with respect notice or lapse of time, or both, would constitute a default) under, results in the termination of or a right of termination or cancellation under, accelerates the performance required by, results in an obligation becoming due before its stated due date (whether due to Permitted Liensa mandatory "offer to purchase" or otherwise) under, result or results in the creation of any Lien upon any material of the respective properties or assets of the Company or any Group of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, contract, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, including agreements listed in Section 6.2 of the Company Disclosure Schedule, except for such violations, conflicts, losses of benefits, breaches, defaults, terminations, rights of termination or cancellation, accelerations or Lien creations which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; provided, however, that in the case of specified provisions (as listed in Section 6.2 of the Company Disclosure Schedule) (the "Specified Provisions") to the agreements listed in Section 6.2 of the Company Disclosure Schedule, this Section 3.4(c) shall be deemed not to have been breached on account of any event occurring prior to the date of this Agreement unless a notice (which has not directly or indirectly been induced by Parent or any of its affiliates) from any counterparty to, or any holder of debt under, any such agreement shall have been received by the Company or any of its directors or officers which notice specifically alleges that an event described in the Specified Provisions has occurred.
(d) Section 3.4(d) of the Company Disclosure Schedule sets forth a true, correct and complete list as of the date hereof of (i) any note, bond, mortgage, indenture and deed of trust, (ii) any contract, agreement, obligation, and benefit plan with or relating to the Company's directors, officers and consultants, and (iii) any material license, permit, lease, contract, agreement, benefit plan or other instrument or obligation, in any case to which the Company or any of its subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, which contain any acceleration, vesting, "change in control," increase in payment or obligation, anti-assignment, restriction on transfer, termination or other similar provision which will be triggered as a result of the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Delco Remy International Inc), Merger Agreement (Citigroup Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices No filing with or notice to, filings withand no permit, authorization, registration, consent or authorizationsapproval of, consents or approvals of any Person or Governmental Entity are necessary is required on the part of AHD or AHD GP for the execution, delivery or and performance by any Group Company AHD or AHD GP of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders AHD or AHD GP of the transactions contemplated hereby by this Agreement, except (including a) State or federal licenses or permits relating to the disposition by Transferred Business, (b) such reports under and such other compliance with the Founders of their interests in the Group Companies Exchange Act and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Securities Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that as may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in connection with this Agreement and the transactions contemplated hereby, including the filing with the SEC of the Written Consent Information Statement, (c) such filings with and approvals as may be necessary to comply with the rules and regulations of the New York Stock Exchange and (d) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of AHD or AHD GP to timely consummate the transactions contemplated by this Agreement. Neither Assuming compliance with the items described in clauses (a) through (d) of the preceding sentence, neither the execution, delivery or and performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party by AHD and AHD GP nor the consummation by the Company AHD and AHD GP of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, by this Agreement will (ai) conflict with or result in any breach breach, violation or infringement of any provision of any Group Company’s Governing Documentsthe respective Constituent Documents of AHD or AHD GP, (bii) except as set forth in Schedule 4.5, result in a breach, violation or breach infringement of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien (except for any Liens that could not reasonably be expected to, individually or in the aggregate, materially interfere with the present or intended use by the Atlas Post-Closing Business, or materially detract from the value of the property encumbered thereby)), or any right of termination, cancellationamendment, modification cancellation or acceleration) under acceleration under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease Contract to which AHD or Company Material Permit, (c) violate in AHD GP is a party or by which any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets are bound or (diii) violate or infringe any Law or Order applicable to AHD or AHD GP or any of their respective properties or assets, except as in the cases of clauses (ii) and (iii), for such breaches, violations, infringements or Liens that would not, individually or in the aggregate, have a material adverse effect on AHD or AHD GP’s ability to timely consummate the transactions contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAgreement.
Appears in 2 contracts
Samples: Transaction Agreement (Atlas Pipeline Holdings, L.P.), Transaction Agreement (Atlas Energy, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approvalfilings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) voluntary notification under Section 721 of Exon-Florxx xx made, (iii) the prior notification and reporting requirements of the European Community pursuant to Council Regulation 4064/89, as amended (the "EU ANTITRUST LAWS") as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are complied with or made, (iv) the requirements of the Exchange Act relating to the proxy statement or information statement required in connection with the Stockholders' Meeting (the "PROXY STATEMENT"), if any, and the Offer are met, (v) the filing of the Amalgamation Application Certificate of Merger and other appropriate merger documents, if any, as required by the Delaware General Corporation Law, are made, (vi) such actions as are necessary in order to comply with the RegistrarIndustrial Security Regulations of the U.S. Department of Defense and (vii) approval of the Merger and this Agreement by the stockholders of the Company, (iii) compliance with and filings under if required by the HSR Act and other Antitrust LawsDelaware General Corporation Law, (iv) filings with, and approval ofis received, the Bermuda Monetary Authority execution and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason delivery of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance this Agreement by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor and the consummation by the Company of the transactions contemplated hereby will not: (A) violate or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of the Company's Certificate of Incorporation or the Company's By-Laws; (B) violate or conflict with any Group Company’s Governing Documentsstatute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound, except for such violations or conflicts which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act, (bC) require any filing by the Company or any of its Subsidiaries with, or the obtaining by the Company or any of its Subsidiaries of any permit, consent or approval of, or the giving of any notice by the Company or any of its Subsidiaries to, any governmental or regulatory body, agency or authority, except for such filings, permits, consents or approvals which are not "material", as set forth such term is commonly understood in Schedule 4.5, connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; or (D) result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification payment or acceleration) under 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, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or Company Material Permit, (c) violate in any material respect any Law, writ, injunction other instrument or decree of any Governmental Entity having jurisdiction over any Group obligation to which the Company or any of their respective its Subsidiaries is a party, or by which any such Person or any of its properties or assets are bound, except for such violations, breaches or (d) except conflicts which are not "material", as contemplated by this Agreement such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyExchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Wang Laboratories Inc), Merger Agreement (Wang Laboratories Inc)
Consents and Approvals; No Violations. Assuming (a) Except for (i) the truth consents and accuracy of the representations and warranties of Parent and Amalgamation Sub approvals set forth in Section 5.5Company Disclosure Schedule 4.4(a)(i), no material (ii) the filings, approvals and/or notices toas may be required under, filings withand other applicable requirements of, or the HSR Act, (iii) the filing with the SEC of the Proxy Statement/Prospectus relating to the approval of this Agreement by the holders of Shares and the issuance of Parent Shares in the Merger, (iv) the filing of the Certificate of Merger with the Secretary of State, and (v) such other filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and the NYSE (all of the foregoing, collectively, the “Company Required Governmental Approvals”), no consent or approvals approval of, or filing, declaration or registration with, any Governmental Entity, is required to be obtained or made by the Company or any of any Person or Governmental Entity are necessary the Company Subsidiaries for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition Transactions to be consummated by the Founders of their interests it, other than such consents, approvals, filings, declarations or registrations that, if not obtained or made, would not, individually or in the Group Companies and the receipt by the Founders aggregate, be reasonably expected to have a Company Material Adverse Effect.
(b) None of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or and performance by the Company of this Agreement or and the Ancillary Documents to which the Company is a party nor Voting Agreement and the consummation by the Company of the transactions contemplated hereby or therebyTransactions to be consummated by it, subject to and compliance by the receipt Company with any of the Company Shareholder Approvalterms and provisions of this Agreement and the Voting Agreement, will (a) conflict with constitute or result in any (i) a breach or violation of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation the Company Articles or breach of, Company By-Laws or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions similar organizational or provisions governing documents of any Company Material Contract, Material Company Real Property Lease or Company Material PermitSubsidiary, (cii) violate in any material respect any Lawassuming that the Company Stockholder Approval and the Company Required Governmental Approvals are received or made, writas the case may be, injunction prior to the Effective Time, a breach or decree violation of any Governmental Entity having jurisdiction over Law applicable to the Company or any Group of the Company Subsidiaries or any of their respective properties or assets or (diii) except as contemplated by this Agreement a breach or violation of or the loss of any benefit under, a default (or an event which, with respect to Permitted Liensnotice or lapse of time, result in or both, would constitute a default) under, the termination of or a right of termination or cancellation under, the creation, acceleration or change of any rights or obligations of any party or the creation of any Lien upon any material of the respective properties or assets of the Company or any Group Companyof the Company Subsidiaries under any Contract to which the Company or any of the Company Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such breaches, violations, losses of benefits, defaults, events, terminations, rights of termination or cancellation, right or obligation creations, accelerations or changes or Lien creations as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Transactions.
(c) The Company and the Company Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than twenty-five percent (25%) of the gross assets of the Company and the Company Subsidiaries taken as a whole (excluding cash and cash equivalents).
Appears in 2 contracts
Samples: Merger Agreement (Consolidated Graphics Inc /Tx/), Merger Agreement (RR Donnelley & Sons Co)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the Company Shareholder Approvalfiling with the SEC of the preliminary proxy statement and the Proxy Statement, (ii) the filing of the Amalgamation Application Certificate of Merger with the RegistrarDepartment of State of the State of New York pursuant to the NYBCL, (iii) compliance with the Shareholder Approval and filings under (iv) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (A) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) the rules and regulations of the New York Stock Exchange and (D) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), and any other Antitrust Laws, (iv) filings no consents or approvals of, or filings, declarations or registrations with, and approval ofany federal, the Bermuda Monetary Authority and the insurance state, local, domestic, foreign or supranational court, administrative or regulatory authorities in the jurisdictions listed in Schedule 4.5 agency or commission or other federal, state, local, domestic, foreign or supranational governmental authority or instrumentality (the each a “Company Insurance ApprovalsGovernmental Entity”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor are necessary for the consummation by the Company of the transactions contemplated hereby Transactions, other than such other consents, approvals, filings, declarations or therebyregistrations that, subject if not obtained, made or given, would not have or reasonably be expected to have, individually or in the receipt of the Company Shareholder Approvalaggregate, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, a Material Adverse Effect.
(b) except Except as set forth in Schedule 4.5Section 3.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions, and compliance by the Company with any of the terms or provisions hereof, do not and will not (i) contravene or conflict with or violate any provision of the Company’s Restated Certificate of Incorporation or its By-Laws or any of the similar organizational documents of any of its Subsidiaries, (ii) assuming that the consents, approvals, filings, declarations and registrations referred to in Section 3.3(a) are duly obtained or made, contravene, conflict with or violate any Order or Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (right to termination or give rise to cancellation under, accelerate the performance required by, or result in the creation of any right Encumbrance upon any of terminationthe respective properties or assets of the Company or any of its Subsidiaries under, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Contract binding upon the Company Material Contractor any of its Subsidiaries, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or (d) except as contemplated affected, or any license, franchise, permit or other similar authorization held by this Agreement the Company or with respect to Permitted Liensany of its Subsidiaries, result except, in the creation case of any Lien upon any material assets clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, losses, terminations of any Group Companyrights thereof, accelerations or Encumbrance creations which, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (United Technologies Corp /De/), Merger Agreement (Goodrich Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices (a) No filing with or notice to, filings withand no permit, order, authorization, registration, consent or authorizationsapproval of, consents or approvals of any Person or Governmental Entity are necessary or any regional transmission organization or independent system operator is required on the part of Seller for the execution, delivery or and performance by any Group Company Seller of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company Seller and the Founders AER of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)this Agreement, except for (i) obtaining the Company Shareholder approval of the transactions contemplated by this Agreement (other than any Alternative Gas Plant Transaction) by FERC pursuant to Section 203 of the FPA (the “Pre-Closing FERC Approval, ”); (ii) obtaining the filing approval of any Alternative Gas Plant Transaction by FERC pursuant to Section 203 of the Amalgamation Application with the Registrar, FPA; (iii) compliance with and filings under applicable requirements of the HSR Communications Act and other Antitrust Lawsto obtain the consent of the FCC prior to the assignment to IPH of the licenses to operate the private land mobile, microwave or maritime radio units associated with the Business or to the transfer of control of the Transferred Company to IPH (the “FCC Approval”); (iv) filings withany requisite clearance under any investigation by any Governmental Entity under any antitrust, and approval of, the Bermuda Monetary Authority and the insurance competition or regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and statute; (v) those that may the filings, notices, permits, authorizations, registrations, consents or approvals listed in Section 3.4(a) of the Seller Disclosure Schedule, which, except as set forth in Section 8.2(f), are not conditions to Closing; (vi) filing an appropriate, timely notice with the Surface Transportation Board seeking an exemption from the Surface Transportation Board’s regulatory approval requirements regarding the acquisition by IPH of the Coffeen and Western Railroad Company and the Joppa & Eastern Railroad; or (vii) any such filings, notices, permits, authorizations, registrations, consents or approvals the failure to make or obtain would not reasonably be required solely by reason expected to be material to the Transferred Company and its Subsidiaries, taken as a whole and would not prevent, materially delay or materially impair the consummation of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither .
(b) assuming compliance with the items described in clauses (i) through (v) of Section 3.4(a), neither the execution, delivery or and performance by the Company Seller of this Agreement or the Ancillary Documents to which the Company is a party Transitional Services Agreement nor the consummation by the Company Seller or AER of the transactions contemplated hereby or thereby, subject to by this Agreement and the receipt of the Company Shareholder Approval, Transitional Services Agreement will (ai) conflict with or result in any breach breach, violation or infringement of any provision of the respective articles of incorporation or by-laws (or similar governing documents) of Seller, AER, the Transferred Company or any Group Company’s Governing Documents, of their respective Subsidiaries; (bii) except as set forth in Schedule 4.5require a consent under, result in a breach, violation or breach infringement of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien other than Permitted Liens or any right of purchase, sale, termination, amendment, cancellation, modification or acceleration, or result in the loss of benefit or increase in any fee, liability or other obligations) under under, any of the terms, conditions or provisions of any Company Material Contract; or (iii) result in a violation or breach of, Material or infringe, any Law applicable to the Transferred Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company its Subsidiaries or any of their respective properties or assets assets, except in the case of (ii) or (diii) except as for breaches, violations, infringements, defaults, Liens or other rights that would not reasonably be expected to, individually or in the aggregate, (I) prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement Agreement; or with respect (II) be material to Permitted Liensthe Transferred Company and its Subsidiaries, result in the creation of any Lien upon any material assets of any Group Companytaken as a whole.
Appears in 2 contracts
Samples: Transaction Agreement (Ameren Energy Generating Co), Transaction Agreement (Dynegy Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy (a) None of the representations execution and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or Agreement, the Ancillary Documents other transaction agreements contemplated hereby to which such Group Company it is a party or the consummation by the Company and the Founders performance by Virgin Group of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for its obligations hereunder will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe certificate of incorporation or bylaws of Virgin Group, (bii) except as set forth in Schedule 4.5, result in a violation or breach of, of or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to any penalty or any right of termination, cancellationmodification, modification cancellation or accelerationacceleration under) under any material contract, agreement, arrangement or undertaking of Virgin Group or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in Section 8.2(b) have been obtained or made, as the case may be, violate any applicable Law or Governmental Order to which Virgin Group is subject, excluding from the foregoing clause (ii) such defaults or breaches that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the consummation of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as transactions contemplated by this Agreement.
(b) Except for the filings required by the HSR Act, if applicable, and the Required Regulatory Approvals, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other transaction agreements contemplated hereby by Virgin Group or with respect the performance by Virgin Group of its obligations hereunder and thereunder, other than (i) those that become applicable after the date hereof as a result of the matters specifically related to Permitted Liensthe other parties hereto, result in (ii) those required under applicable federal and state securities and “blue sky” laws and (iii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings, the creation failure of any Lien upon any material assets which to be obtained or made would not reasonably be expected to prevent or materially impair or delay the consummation of any Group Companythe transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Virgin Mobile USA, Inc.), Transaction Agreement (Sk Telecom Co LTD)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the (a) The execution, delivery or and performance by any Group Company Xxxxxx, Merger Sub and Merger LLC of this Agreement or the Ancillary Transaction Documents to which such Group Company it is a party or and the consummation by the Company Parent, Merger Sub and the Founders Merger LLC of the transactions contemplated hereby (including the disposition and thereby do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, expiration of any applicable waiting period, consent or approval of any Governmental Authority by the Founders of their interests in the Group Companies Parent, Merger Sub and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for Merger LLC other than (i) as may be required by Competition Laws, including the Company Shareholder ApprovalHSR Act, (ii) the filing declaration of effectiveness under the Securities Act of the Amalgamation Application with the RegistrarRegistration Statement, (iii) compliance the filing with the SEC of (A) the Joint Proxy Statement in definitive form and (B) such reports and other filings under the HSR Exchange Act as may be required in connection with the Transaction Documents and other Antitrust Lawsthe transactions contemplated hereby and thereby, (iv) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings withand notifications as may be required under applicable U.S. federal and state or foreign securities Laws or the rules and regulations of Nasdaq, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may the filing of the Certificate of Merger, the Upstream Merger Certificate, the Certificate of Designations or other documents as required by the DGCL and the DLLCA, (vi) Tax filings or (vii) such other actions or filings the absence of which would not, individually or in the aggregate, reasonably be required solely by reason expected to have (x) a Parent Material Adverse Effect or (y) a material adverse effect on the ability of Parent’s or Amalgamation Sub’s (as opposed Parent to any other third party’s) participation in consummate the transactions contemplated hereby. Neither by the Transaction Documents to which any of Parent, Merger Sub and Merger LLC is a party prior to the Drop Dead Date.
(b) The execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or therebyand, subject to the receipt of the Company Shareholder Parent Stockholder Approval and the Parent Disinterested Stockholder Approval, performance by Parent, Merger Sub and Merger LLC of the Transaction Documents to which it is a party, and the consummation by Parent, Merger Sub or Merger LLC of the transactions contemplated hereby and thereby, do not and will not (ai) conflict with or violate any provision of the Parent Governance Instruments or the certificate of incorporation or bylaws of Merger Sub or the certificate of formation or limited liability company agreement of Merger LLC, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.4(a) have been obtained and all filings and other obligations described in Section 4.4(a) have been made (and any applicable waiting periods, including any applicable HSR Act waiting periods, and any agreements not to close, shall have expired or been terminated), and assuming the accuracy of the representations in Section 3.4, conflict with or violate any Law applicable to Parent, Merger Sub or Merger LLC or by which any property or asset of Parent, Merger Sub or Merger LLC is bound, (iii) require any consent or notice, or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, modification result in the loss of any benefit under, or acceleration) under result in the triggering of any payments or requirements to purchase or redeem any Indebtedness or capital stock pursuant to, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Contract to which Parent or any of their respective properties its Subsidiaries is a party or assets by which any property or asset of Parent or any of its Subsidiaries is bound or (div) result in any Encumbrance (except as contemplated by this Agreement for Permitted Encumbrances) on any property or asset of Parent, Merger Sub, or Merger LLC, except, with respect to Permitted Liensclauses (ii), result (iii) and (iv) of this Section 4.4(b) as would not, individually or in the creation aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect or (y) a material adverse effect on the ability of Parent to consummate the transactions contemplated by the Transaction Documents to which any Lien upon any material assets of any Group CompanyParent, Merger Sub and Merger LLC is a party prior to the Drop Dead Date.
Appears in 2 contracts
Samples: Merger Agreement (Charter Communications, Inc. /Mo/), Merger Agreement (Cco Holdings LLC)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub Except as set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals 3.07 of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company Disclosure Schedule, the execution and the Founders delivery of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Transaction Documents to which the Company is a party nor and the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, by such Transaction Documents will not (ai) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe respective Certificates of Incorporation or Bylaws (or other similar governing documents) of the Company or its Subsidiaries; (ii) require the consent, (b) except as set forth in Schedule 4.5approval, result in a violation authorization or breach permit of, or cause accelerationfiling with or notification to, any governmental or regulatory authority, except (A) in connection with the HSR Act, (B) pursuant to the Securities Act or the Exchange Act, (C) in connection with the consummation of the Merger pursuant to the DGCL, (D) any applicable filings under state securities, blue sky or "takeover" laws, (E) consents, approvals, authorizations or filings under laws of jurisdictions outside the United States, (F) consents, approvals, authorizations, permits, filings or notifications required by local, state and federal regulatory agencies, commissions, boards or public authorities with jurisdiction over health care facilities and providers or (G) where the failure to obtain such consent, approval, authorization or permit, or constitute to make such filing or notification, would not in the aggregate have a Material Adverse Effect on the Company or have a material adverse effect on the ability of the Company to consummate the transactions contemplated by such Transaction Documents; (with or without due notice or lapse of time or bothiii) result in a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect of its Subsidiaries is a party or by which any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company its Subsidiaries or any of their respective properties assets may be bound, except for such defaults (or assets rights of termination, cancellation or (dacceleration) except as to which requisite waivers or consents have been obtained or which would not have a Material Adverse Effect on the Company or have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement or with respect the Transaction Documents to Permitted Liens, which the Company is a party; (iv) result in the creation or imposition of any Lien upon any material assets mortgage, lien, pledge, charge, security interest or encumbrance of any Group Companykind on any asset of the Company or any of its Subsidiaries which, individually or in the aggregate, would have a Material Adverse Effect on the Company or have a material adverse effect on the ability of the Company to consummate the transactions contemplated by such Transaction Documents; or (v) assuming the Company obtains or makes such consents, approvals, acknowledgments, permits or filings as the case may be referenced in Section 3.07(ii), violate any order, writ, injunction, decree, statutes (including, without limitation, state laws governing "business combinations," "moratorium," "control share" or other state antitakeover statute or regulations) rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect on the Company or have a material adverse effect on the ability of the Company to consummate the transactions contemplated by the Transaction Documents.
Appears in 2 contracts
Samples: Merger Agreement (Paragon Health Network Inc), Merger Agreement (Mariner Health Group Inc)
Consents and Approvals; No Violations. Assuming (a) No filing with or notice to, and no license, permit, authorization, registration, declaration, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, authority or other entity, whether local, state, federal, provincial or foreign (a “Governmental Entity”) or any stock market or stock exchange on which the truth and accuracy Company Shares are listed for trading is required on the part of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary Company for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which consummation by the Company is of the transactions contemplated hereby, except (i) as set forth in Section 6.4 of the Company Disclosure Letter; (ii) pursuant to the applicable requirements of the Securities Act and the Exchange Act; (iii) the filing of the Certificate of Merger pursuant to the DGCL; (iv) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (v) such filings or notices as may be required under any environmental, health or safety Law (including any rules and regulations of the United States Food and Drug Administration (the “FDA”)) in connection with the transactions contemplated hereby; (vi) compliance with any applicable requirements of Laws in other foreign jurisdictions governing antitrust or merger control matters; (vii) filings, consents or approvals that may be required because of the identity or characteristics of Parent; or (viii) where the failure to obtain such licenses, permits, authorizations, registrations, declarations, consents or approvals or to make such filings or give such notice would not reasonably be expected to have a party Company Material Adverse Effect.
(b) Neither the execution, delivery nor performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to (including the receipt of Offer and the Company Shareholder Approval, will Merger) will: (aA) conflict with or result in any breach or violation of any provision of any Group Company’s Governing Documents, the Restated Certificate or the Restated Bylaws; (bB) except as set forth in Schedule 4.5, conflict with or result in a any breach, violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, cancellationamendment, modification cancellation or accelerationacceleration of any obligation or loss of any material benefit) under under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under, any of the terms, conditions or provisions of any Company Material Contract, Material to which the Company Real Property Lease is a party or Company Material Permit, by which it or any of its properties or assets may be bound; (cC) otherwise change the rights or obligations of any party under any Contract; or (D) conflict with or violate in any material respect any Laworder, writ, injunction injunction, judgment, arbitration award, agency requirement, decree, law, case law, statute, ordinance, rule or decree of any Governmental Entity having jurisdiction over any Group regulation, concession, franchise, permit, license or other governmental authorization or approval, whether local, state, federal, provincial or foreign, (each a “Law”) applicable to the Company or any of their respective properties or assets assets, except in the case of (B), (C) or (dD) except as contemplated by this Agreement for conflicts, breaches, violations, defaults or with respect to Permitted Lienschanges which would not, result individually or in the creation of any Lien upon any material assets of any Group Companyaggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cotherix Inc), Agreement and Plan of Merger (Actelion US Holding CO)
Consents and Approvals; No Violations. Assuming (a) Neither the truth execution and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement nor the performance by Parent or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders Merger Sub of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for its respective obligations hereunder will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration or obligation to repurchase, modification repay, redeem or accelerationacquire or any similar right or obligation) under any of the terms, conditions or provisions of any Company Material ContractContract to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, Material Company Real Property Lease registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or Company Material Permitmade, (c) as the case may be, violate in any material respect any Laworder, writinjunction, injunction decree, statute, rule or decree regulation of any Governmental Entity having jurisdiction over to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby or (B) that become applicable as a result of any Group Company acts or omissions by, or facts specifically pertaining to, the Company.
(b) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Parent or by Merger Sub or the performance by either entity of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DGCL; (ii) compliance with any applicable requirements of the HSR Act or any foreign laws regulating competition, antitrust, investment or exchange controls; (iii) compliance with any applicable requirements of their respective properties the Securities Act and the Exchange Act; (iv) compliance with any applicable requirements of state blue sky or assets takeover laws and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not reasonably be expected to have a Parent Material Adverse Effect and would not have a material adverse effect on the ability of Parent or of Merger Sub to perform its obligations hereunder or (dB) except that become applicable as contemplated by this Agreement or with respect to Permitted Liens, a result in the creation of any Lien upon any material assets of any Group acts or omissions by, or facts specifically pertaining to, the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (C Cube Microsystems Inc/De), Agreement and Plan of Reorganization (C Cube Microsystems Inc/De)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5Except (a) for filings, no material notices topermits, filings with, or authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or approvals state “blue sky” Laws, and (b) for the filing of any Person or Governmental Entity are necessary the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT and the filing of the Company Merger Certificate and the Partnership Merger Certificate with the DSOS, none of the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or by Parent and Merger Sub, the consummation by the Company Parent and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company Merger Sub of the transactions contemplated hereby or therebythe compliance by Parent, subject to Merger Sub or the receipt Parent Significant Subsidiaries with any of the Company Shareholder Approval, provisions hereof will (ai) conflict with or result in any breach or violation of any provision of any Group Company’s the Parent Governing Documents or the Merger Sub Governing Documents, (bii) require any filing by Parent, Merger Sub or any Parent Significant Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (1) the filing with the SEC of the Form S-4 and Proxy Statement/Prospectus, and the declaration of effectiveness of the Form S-4, and (2) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth may be required in Schedule 4.5connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE and Nasdaq, as applicable, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a violation or breach by Parent, Merger Sub or any Parent Significant Subsidiary of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancelation or acceleration) under under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of Parent, Merger Sub or any of the Parent Significant Subsidiaries pursuant to any of the terms, conditions or provisions of any Company Parent Material ContractContract to which Parent, Material Company Real Property Lease Merger Sub or Company Material Permit, (c) violate in any material respect any Law, writ, injunction Parent Significant Subsidiary is a party or decree of any Governmental Entity having jurisdiction over any Group Company by which it or any of their its respective properties or assets may be bound, or (div) except as contemplated by this Agreement violate or conflict with respect any Law applicable to Permitted LiensParent, result Merger Sub or any Parent Significant Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the creation of any Lien upon any material assets of any Group Companyaggregate have, or would reasonably be expected to have, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Potlatchdeltic Corp), Merger Agreement (CatchMark Timber Trust, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) or the Company Shareholder ApprovalOperating Partnership, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby Merger or thereby, subject to the receipt any of the other Transactions, the consummation by the Company Shareholder ApprovalOperating Partnership of the Transactions, the execution and delivery of the Voting Agreement or compliance by the Company or the Company Operating Partnership with any of the provisions of this Agreement will (a) contravene, conflict with or result in any breach of any provision of any Group Company’s the Company Governing Documents, the comparable organizational or governing documents of any Company Subsidiary or the Company Operating Partnership Agreement, (b) require any filing by the Company or any Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as set forth amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the DGCL or the MGCL in Schedule 4.5connection with the Merger, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Merger, or (vi) such filings as may be required in connection with state and local transfer Taxes), (c) result in any breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or result in a modification, violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease Contract or Company Material PermitLease, (cd) violate in any material respect Order or Law applicable to the Company or any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group the Company Subsidiaries or any of their respective properties or properties, assets or operations, or (de) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien upon (other than a Company Permitted Lien) on any material assets asset of the Company or any Group Companyof the Company Subsidiaries; except in each of clauses (b), (c), (d) or (e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have a Company Material Adverse Effect. The representations and warranties set forth in this Section 3.5 are not made with respect to the Financing.
Appears in 2 contracts
Samples: Merger Agreement (Aviv Reit, Inc.), Merger Agreement (Omega Healthcare Investors Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy (a) None of the representations execution and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or Agreement, the Ancillary Documents other transaction agreements contemplated hereby to which such Group Company it is a party or the consummation by the Company and the Founders performance by SKT of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for its obligations hereunder will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, the certificate of incorporation or bylaws of SKT; (bii) except as set forth in Schedule 4.5, result in a violation or breach of, of or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to any penalty or any right of termination, cancellationmodification, modification cancellation or accelerationacceleration under) under any material contract, agreement, arrangement or undertaking of SKT, or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in Section 4.2(b) have been obtained or made, as the case may be, violate any applicable Law or Governmental Order to which SKT is subject, excluding from the foregoing clause (ii) such defaults or breaches that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the consummation of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as transactions contemplated by this Agreement.
(b) Except for the filings required by the HSR Act, if applicable, and the Required Regulatory Approvals, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other transaction agreements contemplated hereby by SKT or with respect the performance by SKT of its obligations hereunder and thereunder, other than (i) those that become applicable after the date hereof as a result of the matters specifically related to Permitted Liensthe other parties hereto, result in (ii) those required under applicable federal and state securities and “blue sky” laws and (iii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings, the creation failure of any Lien upon any material assets which to be obtained or made would not reasonably be expected to prevent or materially impair or delay the consummation of any Group Companythe transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Virgin Mobile USA, Inc.), Transaction Agreement (Sk Telecom Co LTD)
Consents and Approvals; No Violations. Assuming (a) Except for (i) compliance with the truth and accuracy applicable requirements of the representations Securities Act, Exchange Act and warranties any other applicable securities Laws, including, without limitation, the filing with the SEC of Parent the Joint Proxy Statement/Prospectus and Amalgamation Sub set forth the filing and declaration of effectiveness of the Form F-4 in Section 5.5which the Joint Proxy Statement/Prospectus will be included), (ii) compliance with the rules and regulations of The New York Stock Exchange, (iii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands pursuant to the Cayman Companies Law and related documentation, (iv) filings, notices or approvals required under Applicable Antitrust Laws and (v) such other consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a VanceInfo Material Adverse Effect, no material notices filing with or notice to, filings withand no permit, authorization, consent or authorizationsapproval of, consents or approvals of any Person or Governmental Entity are is necessary for the execution, execution and delivery or performance by any Group Company VanceInfo of this Agreement or and the Ancillary Documents other Transaction Agreements to which such Group Company it is a party or the consummation by the Company and the Founders VanceInfo of the transactions contemplated hereby and thereby.
(including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (ib) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the The execution, delivery or and performance by the Company VanceInfo of this Agreement or and the Ancillary Documents other Transaction Agreements to which the Company it is a party nor do not, and the consummation by the Company VanceInfo of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, and thereby will (a) conflict with not constitute or result in in, (i) assuming the Required VanceInfo Vote is duly obtained and passed, any breach of any provision of the respective memorandum and articles of association (or equivalent governing documents) of VanceInfo or any Group Company’s Governing Documentsof its Subsidiaries, (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or accelerationacceleration of any obligation or the creation of any Lien) under under, any of the terms, conditions or provisions of any Company Material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument (each, a “Contract, Material Company Real Property Lease ”) or Company Material Permit, (c) violate in obligation to which VanceInfo or any material respect of its Subsidiaries is a party or by which any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets may be bound (collectively, the “VanceInfo Agreements”), or (diii) (assuming the Required VanceInfo Vote is duly obtained and passed and compliance with the matters referred to in Section 3.4(a)) violate any Law or Judgment applicable to VanceInfo or any of its Subsidiaries or any of their respective properties or assets, except as in the case of clause (ii) and clause (iii), for such violations, conflicts, breaches, defaults, terminations, rights of termination or cancellation, acceleration or Liens that would not, individually or in the aggregate, reasonably to be expected to result in a VanceInfo Material Adverse Effect. Section 3.4 of the VanceInfo Disclosure Schedule sets forth a list of all material third-party consents and approvals required to be obtained under the VanceInfo Agreements in connection with the consummation of the transactions contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAgreement.
Appears in 2 contracts
Samples: Merger Agreement (VanceInfo Technologies Inc.), Merger Agreement (HiSoft Technology International LTD)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)Company, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby Merger, the Warrant Amendment or thereby, subject to the receipt of the Company Shareholder Approval, any other Transaction will (a) assuming the Shareholder Approval and the Warrantholder Consent are obtained, conflict with or result in any breach of any provision of the Company Governing Documents or the equivalent organizational or governing documents of any Group Company’s Governing Documentsof its Subsidiaries, (b) require any filing by the Company or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as set forth amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and state securities, takeover and “blue sky” laws, (ii) the filing of the Plan of Merger and related documentation with the Registrar of Companies and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including the joining of the Company in the filing of the Schedule 4.513E-3, which shall incorporate by reference the proxy statement relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, by Shareholder Approval including a notice convening the Shareholders’ Meeting in accordance with the Company’s articles of association (including any amendment or supplement thereto, the “Shareholder Proxy Statement”) and the consent solicitation statement relating to the Warrant Amendment (including any amendment or supplement thereto, the “Warrantholder Proxy Statement”), and the filing or furnishing of one or more amendments to the Schedule 13E-3 (with the Shareholder Proxy Statement as an exhibit thereto) to respond to comments of the SEC, if any, on the Schedule 13E-3, and (iv) such filings as may be required under the rules and regulations of NYSE in connection with this Agreement, the Merger or the Warrant Amendment), (c) assuming the Warrantholder Consent is obtained, require any consent or waiver by any Person under, result in a modification, violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material Contract, Material (d) result in the creation or imposition of any Lien on any material asset of the Company Real Property Lease or Company Material Permitany of its Subsidiaries, except for any Permitted Liens, or (ce) violate in any material respect Law applicable to the Company, any LawSubsidiary of the Company, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or material properties, assets or operations; except in each of clauses (b), (c), (d) except as contemplated by this Agreement and (e) where (x) any failure to obtain such permits, authorizations, consents, waivers or with respect approvals, (y) any failure to Permitted Liensmake such filings, result or (z) any such modifications, violations, rights, impositions, breaches or defaults, individually or in the creation of any Lien upon any material assets of any Group Companyaggregate, has not had and would not reasonably be expected to have, a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (New Frontier Public Holding Ltd.), Merger Agreement (New Frontier Health Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy Subject to receipt of the representations Company Stockholder Approval, and warranties of Parent and Amalgamation Sub set forth in Section 5.5except (a) for filings, no material notices topermits, filings with, or authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or approvals state “blue sky” Laws, and (b) for filing of any Person or Governmental Entity are necessary the applicable Company Merger Certificates with, and the acceptance for record of the Company Merger Certificates by, the Indiana Secretary and the DSOS, as applicable, and the filing of the applicable Partnership Merger Certificates with, and acceptance for record of the Partnership Merger Certificates by, the DSOS and the Indiana Secretary, as applicable, none of the execution, delivery or performance by any Group Company of this Agreement or by the Ancillary Documents to which such Group Company is a party or Parties, the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company Parties of the transactions contemplated hereby or thereby, subject to compliance by the receipt Company Parties or the Company Subsidiaries with any of the Company Shareholder Approval, provisions hereof will (ai) conflict with or result in any breach or violation of any provision of any Group Company’s the Company Governing Documents, the Partnership Governing Documents or the organizational documents of any Company Subsidiary, (bii) require any filing by any of the Company Parties or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of the Proxy Statement/Prospectus in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Company Merger will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth may be required in Schedule 4.5connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a violation or breach by the Company or any Company Subsidiary of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancelation or acceleration) under under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which Company or any Company Subsidiary is a party or by which it or any of their its respective properties or assets may be bound, or (div) except as contemplated by this Agreement violate or conflict with respect any Law applicable to Permitted Liensthe Company or any Company Subsidiary or any of its respective properties or assets, result excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the creation of any Lien upon any material assets of any Group Companyaggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (DUKE REALTY LTD PARTNERSHIP/), Merger Agreement (Prologis, L.P.)
Consents and Approvals; No Violations. Assuming (a) Except for (i) the truth consents and accuracy of the representations and warranties of Parent and Amalgamation Sub approvals set forth in Section 5.54.4(a) of the Company Disclosure Schedule, no material notices to(ii) the Schedule 14D-9, filings with, or authorizations, consents or approvals (iii) any filing with the SEC of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company Proxy/Information Statement relating to the approval of this Agreement by the Company’s stockholders, if such adoption is required by Law, (iv) any filing with the SEC of the statement of information required under Rule 14f-1 under the Exchange Act in connection with the Offer pursuant to Section 2.1(e), (v) such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (vi) the filing of the Articles of Merger with the Secretary of State, and (vii) such other filings or Permits as may be required under, and other applicable requirements of, the Ancillary Documents Exchange Act (all of the foregoing, collectively, the “Company Required Governmental Approvals”), no Permit of, or filing, declaration or registration with, any Governmental Entity, which has not been received or made, is required to which such Group be obtained or made by the Company is a party or for the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition Transactions to be consummated by the Founders of their interests it, other than such consents, approvals, filings, declarations or registrations that, if not obtained or made, would not be reasonably expected to have, individually or in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)aggregate, except for a Company Material Adverse Effect.
(ib) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, execution and delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party Agreement, nor the consummation by the Company of the transactions contemplated hereby or therebyTransactions to be consummated by it, subject to nor the receipt compliance by the Company with any of the terms and provisions of this Agreement, will (i) violate any provision of the Company Shareholder Approval, will (a) conflict with Articles or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation Company By-Laws or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions similar organizational documents of any Company Material ContractSubsidiary or (ii) assuming that the Company Stockholder Approval and the Company Required Governmental Approvals are received or made, Material Company Real Property Lease or Company Material Permitas the case may be, prior to the Effective Time, (cx) violate in any material respect Law applicable to the Company or any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group the Company Subsidiaries or any of their respective properties or assets or (dy) except as contemplated by this Agreement or with respect to Permitted Liensviolate, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, or result in any change in or acceleration or creation of any Lien upon any material of the respective properties or assets of the Company or any Group Companyof the Company Subsidiaries under any Material Contract, except, in the case of clause (ii) above, for such violations, losses of benefits, defaults, events, terminations, rights of termination or cancellation, Lien, change or acceleration creations as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the filing of applications and notices, as applicable, with federal and state regulatory authorities governing consumer finance, commercial finance, mortgage lending and insurance in the states in which the Company Shareholder Approvaland its domestic Subsidiaries operate their respective businesses and the approval of such applications or the grant of required Licenses by such authorities, (ii) the filing of the Amalgamation Application applications and notices, as applicable, with the Registrarforeign governmental authorities regulating consumer finance, commercial finance, mortgage lending and insurance in the foreign jurisdictions in which the Subsidiaries operate their businesses, and the approval of such applications or the grant of required Licenses by such authorities, (iii) compliance the filing of notification and report forms with the United States Federal Trade Commission and filings the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act Act") and other Antitrust Lawsthe expiration or termination of any applicable waiting period thereunder, (iv) filings withthe filing of apxxxxxxxxxx xxx xotices, as applicable, with foreign governmental authorities under the Foreign Competition Laws, and the approval ofof such applications by such authorities, the Bermuda Monetary Authority and the insurance regulatory authorities if required (including, without limitation, (x) in the jurisdictions listed instance of Australia, receipt of approval from the Treasurer under the Foreign Acquisitions and Takeovers Act, (y) in Schedule 4.5 (the “Company Insurance Approvals”)instance of Canada, receipt of either an Advanced Ruling Certificate or no- action letter from the Bureau of Competition, in such form and to such effect as would be determined to be reasonably satisfactory, and (z) in the instance of the United Kingdom, receipt of a response from either the Office of Fair Trading or the Monopolies and Mergers Commission under the Merger Control Law, in such form and to such effect as would be determined to be reasonably satisfactory), (v) those that may be required solely the Consents of third parties under the Contracts listed in Section 3.4(a)(v) of the Disclosure Schedule, and (vi) the assumption by reason Buyer of Parent’s the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, no notices to, Consents or Amalgamation Sub’s approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (as opposed to each, a "Governmental Entity") or with any other self-regulatory authority or with any third party’s) participation party are necessary in connection with the transactions contemplated hereby. Neither the execution, execution and delivery or performance by Parent and the Company of this Agreement or the Ancillary Documents to which the Company is a party nor and the consummation by Parent and the Company of the transactions contemplated hereby hereby, except for such notices, Consents, approvals, filings or therebyregistrations, subject the failure of which to be made or obtained would not reasonably be expected to have a Material Adverse Effect. The notices, Consents, or approvals, filings or registrations, and expirations or terminations of waiting periods referred in clauses 3.4(a)(i) through 3.4(a)(iv), without giving effect for purposes of this definition to any qualifier as to materiality or Material Adverse Effect are hereinafter referred to as the receipt "Requisite Regulatory Approvals". As of the date hereof, neither Parent nor the Company Shareholder Approvalknows of any reason why the Requisite Regulatory Approvals should not be obtained.
(b) Neither the execution and delivery of this Agreement by Parent or the Company nor the consummation by Parent and the Company of the transactions contemplated hereby, does nor will (ai) conflict with or result in any breach of any provision provisions of the certificate of incorporation or by-laws of the Parent or Company or the certificate of incorporation or by-laws or other equivalent organizational documents of any Group of the Subsidiaries; (ii) subject to obtaining the Consents listed in Section 3.4(a)(v) of the Disclosure Schedule and the Buyer assuming the Company’s Governing Documents's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, (b) and except as set forth in Schedule 4.5Section 3.4(b) of the Disclosure Schedule, conflict with, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default Default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material note, bond, mortgage, indenture, License, Contract, Material Company Real Property Lease agreement or other instrument or obligation to which the Parent or Company Material Permit, (c) violate in or any material respect of the Subsidiaries is a party or by which any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets or may be bound; (diii) except as contemplated by this Agreement or with respect to Permitted Liensconflict with, result in a violation or breach of, or constitute a Default (or give rise to any right of termination, cancellation or acceleration) under, any of the creation terms, conditions or provisions of any Lien upon License or Permit; or (iv) subject to giving the notices, making the filings or registrations or obtaining the Consents or approvals referred to in clauses (i) through (vi) in paragraph (a) above, conflict with, violate any material assets order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Subsidiaries or any Group Companyof their respective properties or assets, except, in the case of clauses (ii), (iii) or (iv) of this paragraph (b) for violations, breaches or Defaults which would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Associates First Capital Corp), Asset Purchase Agreement (Associates First Capital Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub Except as set forth in Section 5.5Item 3.05 of the VoiceStream Letter, no material notices toand except for filings, filings withpermits, or authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, state securities or approvals "Blue Sky" laws, the Exchange Act, the Communications Act, the HSR Act, the DGCL, the rules, regulations and published decisions of any Person the FAA, the FCC and state public utility or Governmental Entity are necessary for service commissions or similar agencies, or the rules and regulations of Nasdaq (collectively, the "VoiceStream Required Approvals" and together with the Powertel Required Approvals, the "Required Regulatory Approvals"), neither the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or by VoiceStream nor the consummation by the Company and the Founders VoiceStream of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for will (i) violate or conflict with the Company Shareholder ApprovalCertificate of Incorporation or By-laws of VoiceStream, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the filing failure to obtain such permits, authorizations, consents or approvals or to make such filings could not reasonably be expected to have a Material Adverse Effect on VoiceStream or prevent or materially delay the consummation of the Amalgamation Application with the RegistrarReorganization), (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, indenture, license, lease, contract, agreement or Company Material Permit, (c) violate in other instrument or obligation to which VoiceStream or any material respect any Law, writ, injunction of the VoiceStream Subsidiaries is a party or decree of any Governmental Entity having jurisdiction over any Group Company or by which any of their respective properties are bound, (iv) violate any order, writ, judgment, injunction, decree, statute, rule or assets regulation applicable to VoiceStream or any of the VoiceStream Subsidiaries or by which any of their respective properties are bound, or (dv) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien upon on any material assets asset of any Group CompanyVoiceStream or the VoiceStream Subsidiaries, except in the case of clauses (iii), (iv) or (v) for violations, breaches or defaults that could not reasonably be expected to have a Material Adverse Effect on VoiceStream or prevent or materially delay the consummation of the Reorganization.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Voicestream Wireless Corp /De), Agreement and Plan of Reorganization (Powertel Inc /De/)
Consents and Approvals; No Violations. Assuming Except for (i) the truth filing of a premerger notification report under the HSR Act and accuracy the expiration or termination of the representations applicable waiting period with respect thereto; (ii) the filing with the SEC of the Proxy Statement/Prospectus, the Registration Statement, such reports under Section 13(a) of the Exchange Act and warranties such other compliance with the Securities Act and the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby, and the obtaining from the SEC of Parent such orders as may be so required; (iii) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware; (iv) such filings and Amalgamation Sub set forth in Section 5.5approvals as may be required by an applicable state securities or "blue sky" laws; and (v) any required approvals of the NCUC and FERC, no material notices to, filings filing or registration with, and no permit, authorization, consent, order or approval of, any Governmental Authority is necessary or required in connection with the execution and delivery of this Agreement by NCNG or for the consummation by NCNG of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or approvals of any Person or Governmental Entity are necessary for obtained, neither the execution, delivery or and performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or nor the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for NCNG will (i) (assuming the Company Shareholder Approval, (ii) the filing requisite approval of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason stockholders of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company NCNG is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (aobtained) conflict with or result in any breach of any provision of the Certificates of Incorporation, by-laws, partnership or joint venture agreements or other organizational documents of any Group Company’s Governing Documentsof the NCNG Companies, (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, or otherwise result in any diminution of any of the rights of the NCNG Companies with respect to, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, indenture, license, Contract or Company Material Permit, (c) violate in other instrument or obligation to which any material respect of the NCNG Companies is a party or by which it or any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets may be bound or (diii) except as contemplated by this Agreement violate any order, writ, injunction, decree, statute, rule or with respect regulation applicable to Permitted Liensany of the NCNG Companies or any of their properties or assets except, result in the creation case of any Lien upon any material assets subsections (ii) or (iii) above, for violations, breaches or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on NCNG and that will not prevent or delay the consummation of any Group Companythe transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Carolina Power & Light Co), Merger Agreement (Carolina Power & Light Co)
Consents and Approvals; No Violations. Assuming Subject to the truth and accuracy receipt of the representations Parent Stockholder Approval, and warranties of Parent and Amalgamation Sub set forth in Section 5.5except (a) for filings, no material notices topermits, filings with, or authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or approvals state “blue sky” Laws, (b) for filing of any Person or Governmental Entity are necessary the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT, (c) the filing of the Partnership Merger Certificate with, and the acceptance of the Partnership Merger Certificate by, the Secretary of State of the State of Delaware, and (d) the filing of the Partnership Articles of Merger with, and the acceptance for record of the Partnership Articles of Merger by, the SDAT, none of the execution, delivery or performance by any Group Company of this Agreement or by the Ancillary Documents to which such Group Company is a party or Parent Parties, the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company Parent Parties of the transactions contemplated hereby or thereby, subject to compliance by the receipt Parent Parties with any of the Company Shareholder Approval, provisions hereof will (ai) conflict with or result in any breach or violation of any provision of (A) the Parent Governing Documents or the Parent OP Governing Documents or (B) the organizational documents of any Group Company’s Governing DocumentsParent Subsidiary, (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to require any right of termination, cancellation, modification or acceleration) under filing by any of the termsParent Parties or any Parent Subsidiary with, conditions notice to, or provisions permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of any Company Material Contractthe Form S-4 and Proxy Statement/Prospectus, Material Company Real Property Lease or Company Material Permitand the declaration of effectiveness of the Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (cB) as may be required under the rules and regulations of NYSE, and (C) such filings as may be required in connection with Transfer Taxes, or (iii) violate in or conflict with any material respect Law applicable to Parent or any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Parent Subsidiary or any of their its respective properties or assets assets, excluding from the foregoing clauses (ii) and (iii) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or (d) except as contemplated by this Agreement defaults which would not, individually or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Companyaggregate, have, or would reasonably be expected to have, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Healthpeak Properties, Inc.), Merger Agreement (Physicians Realty Trust)
Consents and Approvals; No Violations. Assuming the truth and accuracy (a) None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group by Company is a party and Company Bank or the consummation by the Company and the Founders Company Bank of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)this Agreement require or will require any filing with, or notification, authorization, consent, order or approval of, or action by, any Governmental Entity except for (i) the filing of reports by Company Shareholder Approvalor its Affiliates under the Exchange Act, (ii) the filing filings, permits, authorizations, consents and approvals as may be required under other applicable requirements of the Amalgamation Application with the Registrarstate securities or blue sky laws, (iii) compliance with and filings under the HSR Act and other Antitrust LawsRequired Regulatory Approvals, (iv) where failure to obtain such authorization, consent, order, approval or action or to make such filings withor notification would not, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities individually or in the jurisdictions listed aggregate, either (A) have a Material Adverse Effect on Company or Company Bank or upon their ability to consummate the transactions contemplated or perform their obligations under this Agreement or (B) impede in Schedule 4.5 (any material respect or delay the “Company Insurance Approvals”)consummation of the Closing, and (v) those that as may be required solely by reason necessary as a result of the business or activities in which Company or Company Bank is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining specifically to, Company or any of its Affiliates, or (vi) as set forth in this Agreement regarding the amendment, merger or termination, as determined pursuant to the terms of this Agreement in Parent’s sole discretion, of any Company Benefit Plan prior or Amalgamation Sub’s subsequent to the Effective Time.
(as opposed to any b) Assuming that all consents, approvals, authorizations and other third party’s) participation actions described in the transactions contemplated hereby. Neither Section 3.2 and all Required Regulatory Approvals have been obtained, none of the execution, delivery or performance by the Company of this Agreement by Company and Company Bank or the Ancillary Documents to which the Company is a party nor the consummation by the Company and Company Bank of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, by this Agreement will (ai) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe Articles of Incorporation or Bylaws or similar organizational document of Company or Company Bank, (bii) except as set forth in Schedule 4.5, result in a material violation or material breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Company, Company Material Contract, Material Company Real Property Lease Bank or Company Material Permit, (c) violate in any material respect of their Subsidiaries is a party or by which any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets may be bound or (diii) except as contemplated by this Agreement or with respect to Permitted Liens, result violate in the creation of any Lien upon any material assets respect any Law applicable to Company, Company Bank or any of their Subsidiaries or any Group Companyof their respective properties or assets.
Appears in 2 contracts
Samples: Reorganization Agreement and Plan of Merger (Central Valley Community Bancorp), Reorganization Agreement and Plan of Merger (Service 1st Bancorp)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)Company, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby Merger or thereby, subject to any other Transaction or compliance by the receipt Company with any of the Company Shareholder Approval, provisions of this Agreement will (a) conflict with or result in any breach of any provision of the Company Governing Documents or the comparable organizational or governing documents of any Group Company’s Governing DocumentsCompany Significant Subsidiary, (b) require any filing by the Company or any Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state, local or supranational, or any self-regulatory or quasi-governmental authority (each, a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as set forth amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the LLC Act and the MGCL in Schedule 4.5connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable foreign competition Law or applicable foreign investment Law, (iv) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Shareholder Meeting and the Parent Shareholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of Parent Common Shares in the Merger and the Parent Series A Preferred Shares will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (v) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) in connection with this Agreement or the Merger, (vi) such filings as may be required in connection with state and local transfer Taxes, or (vii) any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder, (c) result in a modification, violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (cd) violate in any material respect Order or Law applicable to the Company, any LawSubsidiary of the Company, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties properties, assets or assets operations; except in each of clauses (b), (c) or (d) except as contemplated by this Agreement where (x) any failure to obtain such permits, authorizations, consents or with respect approvals, (y) any failure to Permitted Liensmake such filings or (z) any such modifications, result violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have, individually or in the creation aggregate, a Company Material Adverse Effect or have a material adverse effect on the ability of any Lien upon any material assets of any Group Companythe Company to consummate the Merger and the other Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Gramercy Property Trust Inc.), Merger Agreement (Chambers Street Properties)
Consents and Approvals; No Violations. Assuming (a) Neither the truth execution and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or nor the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company K Holdings of this Agreement or the Ancillary Documents to which the Company is a party its obligations hereunder nor the consummation by the Company K Holdings of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, Transactions will (ai) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, the certificate of incorporation or by-laws (bor other governing or similar organizational documents) except as set forth in Schedule 4.5, of K Holdings; (ii) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration or obligation to repurchase, modification repay, redeem or accelerationacquire or any similar right or obligation) under any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease, contract or Company Material Permitagreement or similar instrument or obligation to which K Holdings is a party or by which it or its assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (cb) below have been obtained or made, as the case may be, violate in any material respect any Laworder, writinjunction, injunction decree, statute, rule or decree regulation of any Governmental Entity having jurisdiction over to which K Holdings is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations that would not, in the aggregate, reasonably be expected to have a K Holdings Material Adverse Effect. K Holdings has all Licenses required to carry on its business as now conducted and all such Licenses are in full force and effect, other than any Group Company Licenses to failure of which to have or to be in full force and effect would not, in the aggregate, reasonably be expected to have a K Holdings Material Adverse Effect.
(b) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of their respective properties or assets or (d) except as contemplated by this Agreement by K Holdings or the performance by K Holdings of its obligations hereunder, except (i) the filing of the Charter Amendment in accordance with respect the DGCL and filings to Permitted Liensmaintain the good standing of the Company; (ii) compliance with any applicable requirements of the HSR Act, result or the applicable EC Merger Regulations or applicable Foreign Monopoly Laws; (iii) compliance with any applicable requirements of the Securities Act, the Trust Indenture Act and the Exchange Act; (iv) compliance with any applicable requirements of state blue sky or takeover laws or stock exchange requirements; and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not, in the creation of any Lien upon any material assets of any Group Companyaggregate, reasonably be expected to have a K Holdings Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Recapitalization (Nortek Inc), Agreement and Plan of Recapitalization (Nortek Inc)
Consents and Approvals; No Violations. Assuming Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the truth Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the filing and accuracy recordation of the representations Certificate of Merger as required by Delaware Law and warranties the Articles of Parent Merger as required by Pennsylvania Law and Amalgamation Sub as otherwise set forth in Section 5.54.6 to the USI Disclosure Schedule, no material notices filing with or notice to, filings withand no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by USI, Superholdco or either of the Merger Subsidiaries of this Agreement or the consummation by USI, Superholdco or either of the Merger Subsidiaries of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Material Adverse Effect on USI. Except as set forth in Section 4.6 of any Person the USI Disclosure Schedule, and assuming all filings, notifications, permits, authorizations, consents and approvals referred to in the immediately preceding sentence are duly and timely obtained or Governmental Entity are necessary for made, neither the execution, delivery or and performance by any Group Company of this Agreement by USI, Superholdco or any of the Ancillary Documents to which such Group Company is a party or Merger Subsidiaries nor the consummation by USI, Superholdco or any of the Company and the Founders Merger Subsidiaries of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or similar governing documents) of USI, Superholdco or either of the Merger Subsidiaries or any Group Company’s Governing Documentsof USI's other subsidiaries, (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of indemnification, termination, cancellationamendment, modification cancellation or accelerationacceleration or Lien) under under, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, indenture, lease, license, contract, agreement or Company Material Permitother instrument or obligation to which USI, (c) violate in Superholdco or either of the Merger Subsidiaries or any material respect of USI's other subsidiaries is a party or by which any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets may be bound or (diii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to USI, Superholdco or either of the Merger Subsidiaries or any of USI's other subsidiaries or any of their respective properties or assets, except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation case of any Lien upon any material assets of any Group Company(ii) and (iii) for violations, breaches or defaults which, individually or in the aggregate, have not had and would not have a Material Adverse Effect on USI.
Appears in 2 contracts
Samples: Merger Agreement (Zurn Industries Inc), Merger Agreement (Us Industries Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub (a) Except as set forth in Section 5.5Schedule 4.3(a) of the disclosure schedule of Reckson, no material notices toReckson OP and Buyer attached hereto (the "Reckson Disclosure Schedule"), filings withneither the execution and delivery of this Agreement, or authorizationsthe Indenture, consents or approvals of any Person or Governmental Entity are necessary for the executionNotes and the Guarantees, delivery or nor the performance by any Group Company each of this Agreement or Reckson, Buyer and Reckson OP of their obligations hereunder and thereunder, including the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders adoption of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder ApprovalResolution, will (ai) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe articles of incorporation, by-laws or similar constituent documents of each of Reckson, Buyer and Reckson OP or (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration or obligation to repurchase, modification repay, redeem or accelerationacquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any Company Material Contractof its Subsidiaries, Material Company Real Property Lease including Reckson OP, is a party or Company Material Permitby which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (cb) below have been obtained or made, as the case may be, violate in any material respect any Laworder, writinjunction, injunction decree, statute, rule or decree regulation of any Governmental Entity having jurisdiction over to which Reckson, Buyer or any Group of their Subsidiaries, including Reckson OP, is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson, Reckson OP or Buyer to perform their obligations hereunder or under the Notes or the Indenture or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.
(b) Except as set forth in Schedule 4.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson, Reckson OP or Buyer or of the Notes, the Guarantees and the Indenture by Reckson OP or the performance by Reckson, Reckson OP or Buyer of their respective properties obligations hereunder, including the adoption of the Resolution, or assets by Reckson OP of its obligations under the Notes and the Indenture, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of (A) the Securities Act, the Exchange Act and the TIA; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson or Buyer to perform its obligations hereunder or (dB) except that become applicable as contemplated by this Agreement a result of the business or with respect activities in which the Company or any of its affiliates is or proposes to Permitted Liensbe engaged or any acts or omissions by, result in or facts pertaining to, the creation of any Lien upon any material assets of any Group Company.
Appears in 2 contracts
Samples: Merger Agreement (Tower Realty Trust Inc), Merger Agreement (Reckson Associates Realty Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy Subject to receipt of the representations Company Stockholder Approval, and warranties of Parent and Amalgamation Sub set forth in Section 5.5except (a) for filings, no material notices topermits, filings with, or authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or approvals state “blue sky” Laws, and (b) for the filing of any Person or Governmental Entity are necessary the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT and the filing of the Company Merger Certificate and the Partnership Merger Certificate with the DSOS, none of the execution, delivery or performance by any Group Company of this Agreement or by the Ancillary Documents to which such Group Company is a party or Parties, the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company Parties of the transactions contemplated hereby or thereby, subject to the receipt compliance by the Company Parties or the Company Subsidiaries with any of the Company Shareholder Approval, provisions hereof will (ai) conflict with or result in any breach or violation of any provision of any Group Company’s the Company Governing Documents or the Partnership Governing Documents, (bii) require any filing by any of the Company Parties or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of the Proxy Statement/Prospectus in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Company Merger will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth may be required in Schedule 4.5connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE and Nasdaq, as applicable, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a violation or breach by the Company or any Company Subsidiary of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancelation or acceleration) under under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which the Company or any Company Subsidiary is a party or by which it or any of their its respective properties or assets may be bound, or (div) except as contemplated by this Agreement violate or conflict with respect any Law applicable to Permitted Liensthe Company or any Company Subsidiary or any of its respective properties or assets, result excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the creation of any Lien upon any material assets of any Group Companyaggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Potlatchdeltic Corp), Merger Agreement (CatchMark Timber Trust, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy (a) None of the representations execution and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or Agreement, the Ancillary Documents other transaction agreements contemplated hereby to which such Group Company it is a party or the consummation by the Company and the Founders performance by EarthLink of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for its obligations hereunder will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, the certificate of incorporation or bylaws of EarthLink; (bii) except as set forth in Schedule 4.5, result in a violation or breach of, of or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to any penalty or any right of termination, cancellationmodification, modification cancellation or accelerationacceleration under) under any material contract, agreement, arrangement or undertaking of EarthLink, or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in Section 5.2(b) have been obtained or made, as the case may be, violate any applicable Law or Governmental Order to which EarthLink is subject, excluding from the foregoing clause (ii) such defaults or breaches that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the consummation of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as transactions contemplated by this Agreement.
(b) Except for the filings required by the HSR Act, if applicable, and the Required Regulatory Approvals, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other transaction agreements contemplated hereby by EarthLink or with respect the performance by EarthLink of its obligations hereunder and thereunder, other than (i) those that become applicable after the date hereof as a result of the matters specifically related to Permitted Liensthe other parties hereto, result in (ii) those required under applicable federal and state securities and “blue sky” laws and (iii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings, the creation failure of any Lien upon any material assets which to be obtained or made would not reasonably be expected to prevent or materially impair or delay the consummation of any Group Companythe transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Sk Telecom Co LTD), Transaction Agreement (Virgin Mobile USA, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub (a) Except as set forth in Section 5.53.3(a) of the Company Disclosure Schedule, no material notices to, filings with, or authorizations, consents or approvals none of any Person or Governmental Entity are necessary for the execution, execution and delivery or performance by any Group Company of this Agreement or Agreement, the Ancillary Documents other transaction agreements contemplated hereby to which such Group Company it is a party or and the consummation performance by either the Company and the Founders or Helio of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for its obligations hereunder will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group the certificate of incorporation or bylaws of Helio or the Company LLC Agreement or certificate of formation of the Company’s Governing Documents, as applicable; (bii) except as set forth in Schedule 4.5, result in a violation or breach of, of or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to any penalty or any right of termination, cancellationmodification, modification cancellation or accelerationacceleration under) under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (ciii) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien Encumbrance upon any shares of capital stock of Helio or equity interests of the Company or (iv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in Section 3.3(b) have been obtained or made, as the case may be, violate any material assets applicable Law or Governmental Order to which the Company or Helio is subject, excluding from the foregoing clause (ii) such violations, defaults or breaches that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or Helio.
(b) Except for (i) if applicable, the filings required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or earlier termination of all waiting periods under the HSR Act, (ii) CFIUS Approval and (iii) the filings and compliance required by the applicable rules, regulations and policies of the FCC, including related analysis required by “Team Telecom” (including the United Stated Department of Homeland Security, the United States Department of Justice, The Federal Bureau of Investigation and the Central Intelligence Agency) (together with the CFIUS Approval, the “Required Regulatory Approvals”), no filing or registration with, notification to, or authorization, consent or approval of, any Group CompanyGovernmental Authority is required in connection with the execution and delivery of this Agreement and the other transaction agreements contemplated hereby by the Company or Helio or the performance by the either the Company or Helio of its obligations hereunder and thereunder, other than (A) those that become applicable after the date hereof as a result of the matters specifically related to Parent or its Affiliates, (B) those required under applicable federal and state securities and “blue sky” laws, (C) any filings with and approvals of the NYSE and (D) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or Helio.
Appears in 2 contracts
Samples: Transaction Agreement (Sk Telecom Co LTD), Transaction Agreement (Virgin Mobile USA, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the consents and approvals set forth in Section 3.04(a) of the Company Shareholder ApprovalDisclosure Schedule, (ii) the filing with the SEC of the Amalgamation Application Proxy Documents relating to the meeting of the Company's shareholders to be held in connection with this Agreement and the Registrartransactions contemplated hereby, (iii) compliance the filing of the Articles of Merger with and filings under the HSR Act and other Antitrust LawsSecretary of State pursuant to the MBCA, (iv) filings withthe adoption of this Agreement by approval of holders of a majority of the shares of outstanding Company Common Stock and Series A Preferred Stock, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 voting together as a single class (the “Company Insurance Approvals”), with each share of Series A Preferred Stock being entitled to cast 16.67 votes per share) and (v) those that filings, permits, authorizations, consents and approvals as may be required solely under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), no consents or approvals of, or filings, declarations or registrations with, any federal, state or local court, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign (each a "GOVERNMENTAL ENTITY"), are necessary for the consummation by reason the Company of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither , except for such consents, approvals, filings, declarations or registrations which, if not obtained prior to or at the executionClosing would not, either individually or in the aggregate, result in or give rise to a Company Material Adverse Effect.
(b) Except as set forth in Section 3.04(b) of the Company Disclosure Schedule, neither the execution and delivery or performance of this Agreement by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or therebyhereby, subject to nor compliance by the receipt Company with any of the Company Shareholder Approvalterms or provisions hereof, will (ai) conflict with or violate any provision of the Articles of Incorporation or Bylaws of the Company or any of the similar organizational documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04(a) and the authorization hereof by the Company's shareholders are duly obtained in accordance with the MBCA prior to the Closing Date, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in any a breach of any provision of or the loss of any Group Company’s Governing Documentsbenefit under, constitute a default (b) except as set forth in Schedule 4.5or an event which, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, modification or acceleration) under result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Material Contractor any of its Subsidiaries is a party, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or (d) affected, except as contemplated by this Agreement for such conflict, violation, breach or with respect to Permitted Liensdefault that would not, either individually or in the aggregate, result in the creation of any Lien upon any material assets of any Group Companyor give rise to a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Manor Care Inc), Merger Agreement (In Home Health Inc /Mn/)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)Company, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby Transactions or thereby, subject to compliance by the receipt Company with any of the Company Shareholder Approval, provisions of this Agreement will (ai) assuming approval of the Merger and this Agreement by holders of a majority of the outstanding Shares, if required, conflict with or result in any breach of any provision of the Certificate of Incorporation, the Bylaws or similar organizational documents of the Company or any Group Company’s Governing DocumentsCompany Subsidiary, (bii) require any filing by the Company with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, foreign or domestic (a “Governmental Entity”) (except for (A) compliance with any applicable requirements of the Exchange Act, (B) any filings as set forth may be required under the DGCL in connection with the Merger and (C) the filing with the SEC and the NASDAQ Stock Market of (1) the Schedule 4.514D-9 and (2) a Proxy Statement if stockholder approval of the Merger is required by law), (iii) assuming all of the required consents and approvals identified in Section 3.7 of the Company Disclosure Schedule are obtained, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, or result in the creation of any Encumbrance on the assets and properties of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, lease, license, contract, agreement, arrangement or understanding or other instrument or obligation (each, a “Contract”) to which the Company Material Contract, Material or any Company Real Property Lease Subsidiary is a party or Company Material Permit, (c) violate in by which any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets may be bound or (div) except as contemplated by assuming the Merger and this Agreement are approved by holders of a majority of the outstanding Shares, if required, and assuming all required consents and approvals identified in Section 3.7 of the Company Disclosure Schedule are obtained and all applicable filings identified in Section 3.7(ii) are made, violate any order, writ, injunction, decree, statute, rule or with respect regulation applicable to Permitted Liensthe Company, result any Company Subsidiary or any of their respective properties or assets, except in the creation case of clauses (ii) or (iii) where (x) any Lien upon failure to obtain such permits, authorizations, consents or approvals, (y) any material assets failure to make such filings, or (z) any such violations, breaches, defaults or Encumbrances could not, individually or in the aggregate, reasonably be expected to (I) have a Company Material Adverse Effect or (II) materially delay the consummation of any Group Companythe Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Flexsteel Industries Inc), Merger Agreement (Dmi Furniture Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the (a) The execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Transaction Documents to which the Company is a party nor and the consummation by the Company of the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement) do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, consent or approval of any Governmental Authority by the Company other than (i) as may be required by the HSR Act, (ii) the filing with the SEC of (A) the Proxy Statement and (B) such reports under the Exchange Act as may be required in connection with the Transaction Documents and the transactions contemplated hereby and thereby, (ii) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or foreign securities Laws or the rules and regulations of NASDAQ, (iii) the filing of the Certificate of Merger or other documents as required by the DGCL or (iv) any other filings, registrations, notifications, authorizations, permits, licenses, declarations, Orders, consents or approvals the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents.
(b) Except as set forth on Section 3.5(b) of the Company Disclosure Letter, the execution, delivery and, subject to the receipt of the Company Shareholder Stockholder Approval, performance by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement) do not and will not (a1) conflict with or violate any provision of the Company Charter or Company Bylaws or similar organizational documents of any of its Subsidiaries, (2) conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound, (3) require any consent or notice, or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, modification result in the loss of any benefit under, or acceleration) under result in the triggering of any payments or requirements to purchase or redeem pursuant to, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which the Company or any of their respective properties its Subsidiaries is a party or assets by which any property or asset of the Company or any of its Subsidiaries is bound or (d4) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of an Encumbrance (except for Permitted Encumbrances) on any Lien upon property or asset of the Company or any of its Subsidiaries, except, with respect to clauses (ii), (iii) and (iv) of this Section 3.5(b) as would not, individually or in the aggregate, reasonably be expected to have a material assets adverse effect on the Company and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of any Group Companythe transactions contemplated by the Transaction Documents. For purposes of this Section 3.5, the term “Governmental Authority” shall include NASDAQ.
Appears in 2 contracts
Samples: Merger Agreement (Expedia Group, Inc.), Merger Agreement (Liberty Expedia Holdings, Inc.)
Consents and Approvals; No Violations. Assuming the truth (a) The execution and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company each HI-REIT Party does not, and the Founders performance of this Agreement by each HI-REIT Party will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for the filing with the SEC of (1) the Proxy Statement, (2) the Form S-4, and (3) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approvalthis Agreement, (ii) for the declaration of effectiveness of the Form S-4 from the SEC, (iii) for the filing of the Amalgamation Application with Articles of Merger with, and the Registraracceptance for record of the Articles of Merger by, (iii) compliance with and filings under the HSR Act and other Antitrust LawsSDAT pursuant to the MGCL, (iv) filings for the filing of the TX Certificate of Merger with, and approval ofacceptance by, the Bermuda Monetary Authority TX SOS, (v) for the filing of the DE Certificate of Merger with, and acceptance by, the insurance regulatory DE SOS, (vi) for such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (vii) for the filing of any documents required to consummate the XXXXXXX XIX Merger with the SDAT and any other requisite state authorities (as set forth in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”XXXXXXX XIX Merger Agreement), and (vviii) those that may be required solely by reason of Parent’s where the failure to make such filing with, or Amalgamation Sub’s (as opposed to obtain any other third party’s) participation permit, authorization, consent or approval of, any Governmental Entity would not, individually or in the transactions contemplated hereby. aggregate, reasonably be expected to have a Material Adverse Effect on HI-REIT.
(b) Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party by each HI-REIT Party, nor the consummation by the Company each HI-REIT Party of the transactions contemplated hereby or therebyhereby, subject to nor compliance by each HI-REIT Party with any of the provisions hereof, will (i) assuming receipt of the Company Shareholder ApprovalRequisite HI-REIT Stockholder Approvals, will (a) conflict with or result in any breach of any provision provisions of the Constituent Documents of any Group Company’s Governing Documents, HI-REIT Party or any equivalent organizational or governing documents of any of the Subsidiaries of any HI-REIT Party or (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification vesting, payment, exercise, acceleration, suspension or accelerationrevocation) under under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease Contract or Company Material Permit, (c) violate in other material agreement to which any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyHI-REIT Party is a party.
Appears in 2 contracts
Samples: Merger Agreement (Hartman Short Term Income Properties XX, Inc.), Merger Agreement (Hartman Short Term Income Properties XX, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5Except for such filings, no material notices topermits, filings with, or authorizations, consents and approvals as may be required under applicable requirements of the Securities Act, the Exchange Act, state securities or approvals blue sky laws, and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), any filings under similar merger notification laws or regulations of non-Israeli or U.S. Governmental Entities, to the extent required by applicable law, the consent of the Israeli Commissioner of Restrictive Trade Practices, to the extent required pursuant to the Restrictive Trade Practices Law (1988) as amended, the filing and recordation of the Merger Proposal and the Shareholder Approval Notice and other filings as required by the Companies Law, the approval of the Office of the Chief Scientist in the Israeli Ministry of Industry and Commerce (the "OCS") and the approval of the Israeli Investment Center in the Israeli Ministry of Industry and Commerce (the "INVESTMENT CENTER"), no other filing with or notice to and no other permit, authorization, consent or approval of any Person Israeli, United States (federal, state or Governmental Entity are local) or foreign court or tribunal, or administrative, governmental or regulatory body, agency or authority (each a "GOVERNMENTAL ENTITY") is necessary for the execution, execution and delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which consummation by the Company is a party of the transactions contemplated hereby, except for filings, notices, permits, authorizations, consents or approvals the failure of which to make or obtain may be cured solely by payment of not more than $200,000 in the aggregate. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (ai) conflict with or result in any a breach of any provision of the respective Articles of Association or Memorandum of Association or other charter or governing documents of the Company or any Group Company’s Governing Documents, Subsidiary; (bii) except as set forth in Schedule 4.5Section 2.6 of the Disclosure Letter, result in a violation or breach of, or cause acceleration, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or accelerationacceleration or Lien) under any of the terms, conditions or provisions of any Material Contract to which the Company Material Contractor any Subsidiary is a party or by which any of them or their respective properties or assets may be bound; (iii) contravene, Material Company Real Property Lease conflict with or Company Material Permitresult in a violation of any of the terms or requirements of, (c) violate in any material respect any Law, writ, injunction or decree of give any Governmental Entity having jurisdiction over the right to revoke, withdraw, suspend, cancel, terminate, modify or exercise any Group right or remedy or require any refund or recapture with respect to, any Grant (as hereinafter defined) given by any Governmental Entity (or any benefit provided or available thereunder) or other permit, license, consent, authorization, grant, benefit, right that is held by the Company or that otherwise relates to the business or assets of the Company, or (iv) except as set forth in Section 2.6 of the Disclosure Letter, violate any applicable law pertinent to the Company or any Subsidiary or any of their respective properties or assets assets, except, in the case of foregoing clause (ii), (iii) or (d) except as contemplated by this Agreement iv), for violations, breaches or with respect to Permitted Liensdefaults that would not, individually or in the aggregate, result in any loss, expense, charge, assessment, levy, fine or other liability being imposed upon or incurred by the creation of Company or any Lien upon any material assets of any Group CompanySubsidiary exceeding $200,000.
Appears in 2 contracts
Samples: Merger Agreement (Cadence Design Systems Inc), Merger Agreement (Cadence Design Systems Inc)
Consents and Approvals; No Violations. Assuming (a) the truth filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), are made and accuracy the waiting periods thereunder (if applicable) have been terminated or expired and any Governmental Approvals required under any other Antitrust Law have been obtained or satisfied, (b) the Governmental Approvals required to Convey any Real Property or Governmental Permits to Acquiror have been made or obtained, (c) the applicable requirements of the representations Securities Act and warranties the Exchange Act are met, (d) the requirements under any applicable state securities or blue sky Laws are met, (e) the requirements of Parent the NYSE in respect of the listing of the shares of Acquiror New Common Stock to be issued hereunder are met and Amalgamation Sub set forth in (f) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and the filing of the Acquiror Certificate with the Secretary of State of the State of Delaware pursuant to Section 5.52.05, no material notices toare made, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, execution and delivery or performance by any Group Company of this Agreement or and the Ancillary Documents to which such Group Company is a party or Agreements by Parent and SplitCo, the consummation by the Company Parent and the Founders SplitCo of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for thereby do not and will not (i) violate or conflict with any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the Company Shareholder Approvalcomparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets that will be contributed to SplitCo or that are owned by the filing Galleria Entities as of the Amalgamation Application with the RegistrarBusiness Transfer Time may be bound, (iii) compliance with and filings under the HSR Act and other Antitrust Lawsrequire any Governmental Approval, or (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration, or give rise to any obligation, right of termination, cancellation, modification acceleration or acceleration) under increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Company Galleria Material Contract, Material Company Real Property Lease or Company Material Permitexcluding in the case of clauses (ii) through (iv) above, (cx) violate in any material respect any Lawconflicts, writviolations, injunction approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or decree of any Governmental Entity having jurisdiction over any Group Company losses which would not reasonably be expected, individually or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of aggregate, to be material to the Galleria Business and (y) any Lien upon any material assets of any Group CompanySecurity Interests created in connection with the Galleria Credit Facility.
Appears in 2 contracts
Samples: Transaction Agreement (Coty Inc.), Transaction Agreement (PROCTER & GAMBLE Co)
Consents and Approvals; No Violations. Assuming (a) Except for (i) the truth consents and accuracy of the representations and warranties of Parent and Amalgamation Sub approvals set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals 3.4(a) of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company Disclosure Schedule, (ii) the filing with the SEC of the preliminary proxy statement and the Founders Proxy Statement, (iii) the filing of the transactions contemplated hereby Articles of Merger with the Secretary of State pursuant to the NBCA, (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (iiv) the Company Shareholder Approval, and (iiv) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (A) the filing Securities Exchange Act of the Amalgamation Application with the Registrar1934, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 as amended (the “Company Insurance ApprovalsExchange Act”), (B) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (vC) those that may be any filings required solely by reason under the rules and regulations of Parent’s Nasdaq, no consents or Amalgamation Sub’s approvals of, or filings, declarations or registrations with, any federal, state, or local court, administrative or regulatory agency or commission, or other governmental authority or instrumentality, domestic or foreign (as opposed to any other third party’seach, a “Governmental Entity”) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor are necessary for the consummation by the Company of the transactions contemplated hereby or therebyby the Stockholder Agreement, subject other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the receipt aggregate, a Company Material Adverse Effect.
(b) Except as set forth in Section 3.4(b) of the Company Shareholder ApprovalDisclosure Schedule, will neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, nor the consummation of the transactions contemplated by the Stockholder Agreement or compliance with the terms and provisions thereof will:
(ai) conflict with or result in any breach of violate any provision of the Company Charter or Company By-laws or any Group of the similar organizational documents of any of its Subsidiaries or
(ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) and the authorization hereof by the Company’s Governing Documentsshareholders in accordance with the NBCA are duly obtained, (bA) except as violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (B) subject to obtaining the third-party consents set forth in Schedule 4.5Section 3.4(b) of the Company Disclosure Schedule, violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, modification or acceleration) under result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Material Contractor any of its Subsidiaries is a party, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or (d) except as contemplated by this Agreement or with respect to Permitted Liensaffected, result except, in the creation case of any clause (B) above, for such violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or Lien upon any material assets of any Group Companycreations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Isco Inc), Merger Agreement (Isco Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)Company, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of Transactions or compliance by the transactions contemplated hereby or thereby, subject to the receipt Company with any of the Company Shareholder Approval, provisions of this Agreement will (ai) conflict with or result in any breach of any provision of any Group Company’s the Company Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation Documents or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions organizational documents of any Company Material Contract, Material Company Real Property Lease or Company Material PermitSubsidiary, (cii) violate in require any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group filing by the Company or any Company Subsidiary with, or the permit, authorization, consent or approval of, any Governmental Authority (except for (A) compliance with applicable requirements of their respective properties the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”), or assets state securities, takeover and “blue sky laws,” (B) compliance with applicable requirements of the Marketplace Rules of NASDAQ (the “Nasdaq Marketplace Rules”), (C) filings as may be required under the DGCL in connection with the Merger, (D) filings, permits, authorizations, consents and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (E) the filing with the SEC and NASDAQ of (1) a Proxy Statement in respect of the Company Stockholder Approval and (2) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Merger, or (dF) except as contemplated by this Agreement any such filing, permit, authorization, consent or with respect approval, the failure of which to Permitted Liensmake or obtain would not have or be reasonably likely to have, result individually or in the creation of any Lien upon any material assets of any Group Company.aggregate, a Company Material Adverse Effect),
Appears in 2 contracts
Samples: Merger Agreement (Odyssey Healthcare Inc), Merger Agreement (Gentiva Health Services Inc)
Consents and Approvals; No Violations. Assuming the truth The execution and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or and the Ancillary Asset Purchase Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings withdoes not, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to Transactions and the receipt of compliance by the Company Shareholder Approval, with the applicable provisions of this Agreement and the Asset Purchase Documents will not:
(a) assuming the stockholder approval described in Section 4.23 is obtained, violate or conflict with or result in any breach of any provision of the Amended and Restated Certificate of Incorporation, as amended, or the Bylaws of the Company or the comparable governing documents of any Group Company’s Governing Documents, of its Subsidiaries;
(b) require any Governmental Approval, except for (i) the filing by the Company of a premerger notification and report form under the HSR Act and the expiration or termination of any waiting periods under the HSR Act; (ii) the filing with the SEC of (A) the Proxy Statement, and (B) such reports, schedules or materials under the Exchange Act as set forth may be required in Schedule 4.5connection with this Agreement and the transactions contemplated by this Agreement; (iii) the filing by the Company with the German Federal Cartel Office under the German Act Against Restraints of Competition (“GWB”) and clearance of the Transactions pursuant to Section 40 Section 1 Sentence 1 or pursuant to Section 40 Section 2 GWB was issued or is deemed to be issued due to the expiration of the relevant waiting periods; (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, all other filings and recordings required under the DGCL and appropriate documents with the relevant authorities of other states and countries in which the Company and its Subsidiaries are qualified to do business and (v) Government Approvals which, if not obtained, would not reasonably be expected to (x) result in a material loss or liability to the Company or its Subsidiaries or (y) interfere in a material manner with the business or operations of the Company and its Subsidiaries or the ownership of their properties or assets;
(c) result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or under, give rise to any penalty, right of amendment, modification, renegotiation, termination, cancellation, modification payment or acceleration) acceleration of any right or obligation or loss of any benefit or right under, or result in the creation of any Liens upon any of the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of any Company loan or credit agreement, note, bond, mortgage or indenture, or under the terms, conditions or provisions of any Customer Agreement, Material Contract, Material SEC Contract, lease for Leased Real Property, license for Licensed Intellectual Property or material Company Real Property Lease Permit except as would not be, individually or in the aggregate, material to the Company Material Permitand its Subsidiaries in the aggregate; or
(d) assuming that all Governmental Approvals set forth in Section 4.4(b) have been obtained and all filings and notifications described in Section 4.4(b) have been made, (c) violate or conflict with, in any material respect respect, any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Law applicable to the Company or any of the Subsidiaries or by which any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Companymay be bound.
Appears in 2 contracts
Samples: Merger Agreement (Ssa Global Technologies, Inc), Merger Agreement (E Piphany Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement by such Party, or the Ancillary Documents to which such Group Company is a party or the consummation compliance by the Company and the Founders it with any of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)provisions hereof, except for (i) the Company Shareholder Approvaldo, nor will, (iia) subject to obtaining the Required Stockholder Vote and the filing of the Amalgamation Application with Certificates of Merger required by the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority DGCL and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”)DLLCA, and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the executionapplicable, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe certificate of incorporation and bylaws, partnership agreement, limited liability company agreement or similar organizational documents of such Party, as applicable; (b) except as set forth in Schedule 4.5require any filing with, result in a violation or breach permit, authorization, consent or approval of, or cause accelerationany Governmental Authority, or constitute except for (with or without due notice or lapse of time or bothi) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any the filing of the termsCertificate of Mergers with the Secretary of State of the State of Delaware pursuant to the DGCL and DLLCA, conditions as applicable, (ii) the filing with the SEC of the Registration Statement and the Information Statement/Prospectus, (iii) filings with the NYSE and (iv) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws; or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Law applicable to such Party or any of their respective its properties or assets assets, excluding from the foregoing clauses (b) and (c) such filings, permits, authorizations, consents, violations, breaches, defaults, rights, obligations or encumbrances that (x) have been obtained or made or will be obtained or made at the time so required or (dy) except as contemplated by this Agreement if not given or with respect to Permitted Liensobtained, result would not, individually or in the creation aggregate, have a material adverse effect on such Party or prevent the consummation of any Lien upon any material assets of any Group Companythe Reorganization.
Appears in 2 contracts
Samples: Master Reorganization Agreement (Atlas Energy Solutions Inc.), Master Reorganization Agreement (New Atlas HoldCo Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval ofCompany, the Bermuda Monetary Authority and acceptance for payment or acquisition of Shares pursuant to the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”)Offer, and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby Merger or thereby, subject to any other Transaction or compliance by the receipt Company with any of the Company Shareholder Approval, provisions of this Agreement will (a) conflict with or result in any breach of any provision of the Company Governing Documents or the comparable organizational or governing documents of any Group Company’s Governing DocumentsSignificant Subsidiary, (b) require any material registration, declaration or filing by the Company or any Significant Subsidiary with, or the obtaining of any material permit, authorization, consent, waiver, order, authorization or approval of, any government, court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (including any non-governmental self-regulatory authority or agency) or any subdivision thereof, whether foreign, federal, state, local or supernational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as set forth may be required under the DGCL in Schedule 4.5connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other Required Governmental Approvals, (iv) such filings with the SEC as may be required to be made by the Company in connection with this Agreement, the Offer and the Merger or (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement, the Offer and the Merger), (c) result in a modification, violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, cancellationamendment, modification cancellation or acceleration) under acceleration under, any of the terms, conditions or provisions of any Company Material ContractAgreement, Material Company Real Property Lease or Company Material Permit, (cd) violate in any material respect any Laworder, writ, injunction injunction, decree or decree of Law applicable to the Company or any Governmental Entity having jurisdiction over any Group Company Subsidiary or any of their respective properties or assets assets, except in each of clauses (b), (c) or (d) except as contemplated by this Agreement where (i) any failure to obtain such permits, authorizations, consents or with respect approvals, (ii) any failure to Permitted Liensmake such filings or (iii) any such modifications, result violations, rights, breaches, loss of benefits or defaults, have not had and would not reasonably be expected to have, individually or in the creation of any Lien upon any material assets of any Group Companyaggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Beckman Coulter Inc), Merger Agreement (Danaher Corp /De/)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the Company Shareholder filing of the Articles of Merger with the Secretary of State (the “Parent Required Governmental Approval, ”) and (ii) the filing with the SEC of (x) the Offer Documents and (y) such reports under Sections 13 and 16 of the Amalgamation Application Exchange Act as may be required in connection with this Agreement, the RegistrarOffer, (iii) compliance with the Merger and filings under the HSR Act and other Antitrust LawsTransactions, (iv) filings with, and no consent or approval of, or filing, declaration or registration with, any Governmental Entity which has not been received or made is required to be obtained by or made by Parent, Purchaser or any other Affiliate of Parent for the Bermuda Monetary Authority consummation by each of Parent and Purchaser of the insurance regulatory authorities Transactions to be consummated by it, other than such consents, approvals, filings, declarations or registrations that, if not obtained or made, would not reasonably be expected to have, individually or in the jurisdictions listed in Schedule 4.5 aggregate, a Parent Material Adverse Effect.
(the “Company Insurance Approvals”), and (vb) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, execution and delivery or performance by the Company Parent and Purchaser of this Agreement or the Ancillary Documents to which the Company is a party Agreement, nor the consummation by the Company each of Parent and Purchaser of the transactions contemplated hereby or therebyTransactions to be consummated by it, subject to nor the receipt compliance by Parent and Purchaser with any of the Company Shareholder Approvalterms and provisions of this Agreement, will (ai) conflict with or result in any breach of violate any provision of any Group Company’s Governing Documentsthe articles of incorporation or bylaws (or similar organizational documents with different names) of Parent or Purchaser or (ii) assuming that the Parent Required Governmental Approval is received or made, as the case may be, prior to the Effective Time, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (cx) violate in any material respect any Law, writ, injunction Law applicable to Parent or decree of any Governmental Entity having jurisdiction over any Group Company Purchaser or any of their respective properties or assets or (dy) except as contemplated by this Agreement violate, result in the loss of any material benefit under, constitute a default (or an event which, with respect to Permitted Liensnotice or lapse of time, or both, would constitute a default) 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 upon any material of the respective properties or assets of Parent or Purchaser under any Group Companynote, bond, mortgage, indenture, deed of trust, Permit, lease, contract, agreement or other instrument to which Parent or Purchaser is a party, or by which either of them or any of their respective properties or assets may be bound or affected, except, in the case of clause (ii) above, for such violations, losses of benefits, defaults, events, terminations, rights of termination or cancellation, accelerations or Lien creations as would not be reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc)
Consents and Approvals; No Violations. Assuming Buyer hereby represents and warrants to Seller as follows: Except for (a) the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5filings, no material notices topermits, filings with, or authorizations, consents or and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act, and applicable foreign antitrust laws and state securities laws and (b) in the case of any Person or Governmental Entity are necessary for (y) below, except as would not have a Buyer Material Adverse Effect, none of the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or by Buyer, the consummation by the Company and the Founders Buyer of the transactions contemplated hereby (including the disposition Transactions or compliance by the Founders of their interests in the Group Companies and the receipt by the Founders Buyer with any of the Founder Amalgamation Stock Consideration), except for provisions hereof shall: (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (aw) conflict with or result in any breach of any provision of the Certificate of Formation and Operating Agreement of Buyer, each as presently in effect; (x) require any Group Company’s Governing Documentsfiling with, or permit, authorization, consent or approval of, any Governmental Entity; (by) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease material contract of Buyer; or Company Material Permit, (cz) violate in any material respect any Laworder, writ, injunction injunction, decree, statute, rule or decree regulation applicable to Buyer. Parent hereby represents and warrants to Seller as follows, except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act, and applicable foreign antitrust laws and state securities laws, none of the delivery of the Purchase Price nor the performance of any other action necessary to permit the Buyer to consummate the Transactions shall: (w) conflict with or result in any breach of any provision of the Certificate of Incorporation and By-Laws of Parent, each as presently in effect; (x) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity having jurisdiction over Entity; (y) 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 Group Company right of termination, cancellation or acceleration) under, any of their respective properties the terms, conditions or assets provisions of any material contract of Parent; or (dz) except as contemplated by this Agreement violate any order, writ, injunction, decree, statute, rule or with respect regulation applicable to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyParent.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Electro Energy Inc), Asset Purchase Agreement (Lithium Nickel Asset Holding Co I Inc)
Consents and Approvals; No Violations. Assuming (i) the truth and accuracy of filings required under the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity Antitrust Laws are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company made and the Founders of applicable waiting periods thereunder have been terminated or have expired with respect to the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders as set forth on Schedule 4.4 of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder ApprovalDisclosure Letter, (ii) the filing requirements of the Amalgamation Application with Exchange Act relating to the RegistrarProxy Statement, if any, and the Offer are met, (iii) compliance with and filings under the HSR Act filing of the Certificates of Merger and other Antitrust Lawsappropriate merger documents, if any, as required by the MGCL and the DGCL are made and (iv) filings withapproval of the Merger and this Agreement by the stockholders of the Company, if required by the DGCL and approval ofthe MGCL, is received, the Bermuda Monetary Authority execution and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason delivery of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance this Agreement by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor and the consummation by the Company of the transactions contemplated hereby and thereby shall not (w) violate or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of the Company's Charter or the Company's Bylaws or the comparable governing documents of any Group Company’s Governing Documentsof its Subsidiaries, (bx) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any Governmental Entity applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (y) except as set forth in on Schedule 4.54.4 of the Company Disclosure Letter, require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity or (z) except as set forth on Schedule 4.4 of the Company Disclosure Letter, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation, modification payment or acceleration) under acceleration or any right which becomes effective upon the occurrence of a merger, consolidation, or change of control under), result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease or Company Material bond, mortgage, indenture, license, franchise, Permit, (c) violate in any material respect any Lawagreement, writcontract, injunction arrangement, lease, franchise agreement or decree of any Governmental Entity having jurisdiction over any Group other instrument or obligation to which the Company or any of their respective its Subsidiaries is a party, or by which any such Person or any of its properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liensare bound, result other than in the creation case of clauses (y) and (z), any Lien upon such violation, breach, conflict, default, right of termination, cancellation, payment, acceleration, other right or failure to make any material assets of filing or obtaining any Group Permit, consent or approval of, or give notice to, any Governmental Entity that has not had, does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Merger Agreement (Omega Worldwide Inc), Merger Agreement (Delta I Acquisition Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the filing of the Offer Documents and, if necessary, a Proxy Statement in definitive form relating to the Company Shareholder ApprovalShareholders Meeting with, and the requirement that the Registration Statement be declared effective by, the SEC, and other filings required under, and compliance with other applicable requirements of, the Securities Act, the Exchange Act and the rules of The New York Stock Exchange, (ii) the filing of the Amalgamation Application Certificate of Merger with the RegistrarSecretary of State of the State of Nevada pursuant to the NRS, (iii) compliance with FCC Filings and filings under the HSR Act and other Antitrust Laws, (iv) filings withrequired under, and approval compliance with other applicable requirements of, the Bermuda Monetary Authority HSR Act, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by Parent and Merger Sub of the insurance regulatory authorities Transactions, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the jurisdictions listed in Schedule 4.5 aggregate, a Parent Material Adverse Effect.
(the “Company Insurance Approvals”), and (vb) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, execution and delivery or performance by the Company of this Agreement by Parent or the Ancillary Documents to which the Company is a party Merger Sub, nor the consummation by the Company Parent or Merger Sub of the transactions contemplated hereby Transactions, nor compliance by Parent or thereby, subject to the receipt Merger Sub with any of the Company Shareholder Approvalterms or provisions hereof, will (ai) conflict with or result in any breach of violate any provision of any Group Company’s Governing Documentsthe certificate of incorporation or bylaws of Parent or Merger Sub or (ii) assuming that the authorizations, consents, approvals and filings referred to in Section 4.3(a) are obtained and made, (bx) except as set forth in Schedule 4.5violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Parent or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, modification or acceleration) under result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its subsidiaries under, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or Company Material Permitother instrument or obligation to which Parent or any of its subsidiaries is a party, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or (d) except as contemplated by this Agreement or with respect to Permitted Liensaffected, result except, in the creation case of any Lien upon any material assets of any Group Companyclause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Wiltel Communications Group Inc), Merger Agreement (Leucadia National Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices (a) No filing with or notice to, filings withand no permit, authorization, registration, consent or authorizationsapproval of, consents or approvals of any Person or Governmental Entity are necessary or any regional transmission organization or independent system operator is required on the part of IPH for the execution, delivery or and performance by any Group Company IPH of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders IPH of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)this Agreement, except for (i) obtaining the Company Shareholder Pre-Closing FERC Approval, (ii) the filing filings, notices, permits, authorizations, consents or approvals listed in Section 4.3(a) of the Amalgamation Application with the RegistrarIPH Disclosure Schedule, which are not conditions to Closing; (iii) compliance with and filings under obtaining the HSR Act and other Antitrust Laws, FCC Approval; (iv) filings withany requisite clearance under any investigation by any Governmental Entity under any antitrust, and approval of, the Bermuda Monetary Authority and the insurance competition or regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and statute; (v) those that may filing an appropriate, timely notice with the Surface Transportation Board seeking an exemption from the Surface Transportation Board’s regulatory approval requirements regarding the acquisition by IPH of the Coffeen and Western Railroad Company and the Joppa & Eastern Railroad; and (vi) such filings, notices, permits, authorizations, orders, registrations, consents or approvals the failure of which to have been obtained or made would not, individually or in the aggregate, reasonably be required solely by reason expected to prevent, materially delay or materially impair the ability of Parent’s or Amalgamation Sub’s (as opposed IPH to any other third party’s) participation in consummate the transactions contemplated hereby. Neither by this Agreement.
(b) Assuming compliance with the items described in clauses (i) through (v) in Section 4.3(a), neither the execution, delivery or and performance by the Company IPH of this Agreement or the Ancillary Documents to which the Company is a party Transitional Services Agreement nor the consummation by the Company IPH of the transactions contemplated hereby or thereby, subject to by this Agreement and the receipt of the Company Shareholder Approval, Transitional Services Agreement will (ai) conflict with or result in any breach breach, violation or infringement of any provision of the respective articles of incorporation or by-laws (or similar governing documents) of IPH or any Group Company’s Governing Documents, of its Subsidiaries; (bii) except as set forth in Schedule 4.5require a consent under, result in a breach, violation or breach infringement of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation, modification or acceleration, or result in the loss of benefit or increase in any fee, liability or other obligations) under under, any of the terms, conditions or provisions of any Company Material ContractContract to which IPH or any of its Subsidiaries is a party or by which any of them or any of its properties or assets may be bound; or (iii) conflict with, Material Company Real Property Lease result in a violation or Company Material Permitbreach of, (c) violate in or infringe upon, any material respect Law applicable to IPH or any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company its Subsidiaries or any of their respective properties or assets assets, except in the case of clauses (ii) and (iii) above for conflict, breach, violation, infringement, default, right of termination, modification or (d) except as acceleration, loss of benefit, increase in fee, liability or other obligation that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of IPH to consummate the transactions contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAgreement.
Appears in 2 contracts
Samples: Transaction Agreement (Ameren Energy Generating Co), Transaction Agreement (Dynegy Inc.)
Consents and Approvals; No Violations. Assuming (a) Except for (i) compliance with the truth and accuracy applicable requirements of the representations Securities Act, Exchange Act and warranties any other applicable securities Laws, including, without limitation, the filing with the SEC of Parent the Joint Proxy Statement/Prospectus and Amalgamation Sub set forth the filing and declaration of effectiveness of the Form F-4 in Section 5.5which the Joint Proxy Statement/Prospectus will be included), (ii) compliance with the rules and regulations of The NASDAQ Global Select Market, (iii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands pursuant to the Cayman Companies Law and related documentation, (iv) filings, notices or approvals required under Applicable Antitrust Laws and (v) such other consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a HiSoft Material Adverse Effect, no material notices filing with or notice to, filings withand no permit, authorization, consent or authorizationsapproval of, consents or approvals of any Person or Governmental Entity are is necessary for the execution, execution and delivery by each of HiSoft or performance by any Group Company Merger Sub of this Agreement or and the Ancillary Documents other Transaction Agreements to which such Group Company it is a party or the consummation by the Company and the Founders each of HiSoft or Merger Sub, as applicable, of the transactions contemplated hereby and thereby.
(including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (ib) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the The execution, delivery or and performance by the Company each of HiSoft and Merger Sub of this Agreement or and the Ancillary Documents other Transaction Agreements to which the Company it is a party nor do not, and the consummation by the Company HiSoft and Merger Sub of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, and thereby will (a) conflict with not constitute or result in in, (i) assuming the Required HiSoft Vote is duly obtained and passed, any breach of any provision of the respective memorandum and articles of association (or equivalent governing documents) of Merger Sub, HiSoft or any Group Company’s Governing Documentsof its Subsidiaries, (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or accelerationacceleration of any obligation or the creation of any Lien) under under, any of the terms, conditions or provisions of any Company Material ContractContract or obligation to which Merger Sub, Material Company Real Property Lease HiSoft or Company Material Permit, (c) violate in any material respect of its Subsidiaries is a party or by which any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets may be bound (collectively, the “HiSoft Agreements”), or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Company.iii)
Appears in 2 contracts
Samples: Merger Agreement (HiSoft Technology International LTD), Merger Agreement (VanceInfo Technologies Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy (a) Section 4.2(a) of the representations and warranties of Parent and Amalgamation Sub set Disclosure Schedules sets forth in Section 5.5each consent, no material notices waiver, approval, registration, license, authorization, qualification, permit of, or other filing or notification, that is required to be obtained from or given to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for in connection with the execution, delivery or performance of each Transaction Agreement by Parent and the consummation of the transactions contemplated hereby and thereby, (i) other than those that may be required solely by reason of Buyer’s participation in the transactions contemplated hereby and thereby, and (ii) except, for such consents, waivers, approvals, registrations, licenses, authorizations, qualifications, permits, filings or notifications which, if not obtained or made, would not be reasonably likely to (A) prevent the consummation of the transactions contemplated hereunder, or (B) otherwise materially and adversely affect the ability of Parent to perform its obligations hereunder.
(b) Section 4.2(b) of the Disclosure Schedules sets forth each consent, waiver, approval, registration, license, authorization, qualification, permit of, or other filing or notification, that is required to be obtained from or given to, any Group Company Person party to a material Contract by Parent in connection with the execution, delivery, or performance of each Transaction Agreement by Parent and the consummation of the transactions contemplated hereby and thereby, except for such consents, waivers, approvals, registrations, licenses, authorizations, qualifications, permits, filings or notifications which, if not obtained or made, would not be reasonably likely to (A) prevent the consummation of the transactions contemplated hereunder, or (B) otherwise materially and adversely affect the ability of Parent to perform its obligations hereunder.
(c) Section 4.2(c) of the Disclosure Schedules sets forth each consent, waiver, approval, registration, license, authorization, qualification, permit of, or other filing or notification, that is required to be obtained from or given to, any Person party to a Servicing Agreement by Parent in connection with the execution, delivery, or performance of each Transaction Agreement by Parent and the consummation of the transactions contemplated hereby and thereby, except, for such consents, waivers, approvals, registrations, licenses, authorizations, qualifications, permits, filings or notifications which, if not obtained or made, would not be reasonably likely to (A) prevent the consummation of the transactions contemplated hereunder, or (B) otherwise materially and adversely affect the ability of Parent to perform its obligations hereunder.
(d) Except as set forth on Section 4.2(d) of the Disclosure Schedules, neither the execution and delivery by Parent of this Agreement or the Ancillary Documents to which such Group Company Parent is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)party, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to and the receipt of compliance by Parent with the Company Shareholder Approvalterms and conditions hereof and thereof, will will:
(ai) conflict with or result in any breach of violate any provision of any Group Company’s the Governing Documents, Documents of Parent;
(bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification acceleration, obligation to repay or accelerationrequire any notice under, or result in the creation of any Lien (other than a Permitted Lien) under on any of the assets or properties of Parent or Seller pursuant to the terms, conditions or provisions of any Company Material Contractmaterial Contract to which Parent or Seller is party or to which its assets or properties are bound or subject, Material Company Real Property Lease except such violations, breaches, defaults, losses, rights or Company Material Permitother occurrence which would not be reasonably likely to prevent or materially delay the Closing or otherwise prevent Parent or Seller, as applicable, from complying with the terms and provisions of this Agreement; or
(ciii) violate in any material respect any LawLaw applicable to Parent, writexcept such violations, injunction which would not be reasonably likely to prevent or decree materially delay the Closing or otherwise prevent Parent from complying with the terms and provisions of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAgreement.
Appears in 1 contract
Consents and Approvals; No Violations. Assuming the truth (a) The execution and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company Ranger of this Agreement or the Ancillary Documents to which such Group Company is a party or does not, and the consummation by the Company and the Founders Ranger of the transactions contemplated hereby (including the disposition and compliance by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application Ranger with the Registrarprovisions hereof will not, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation, modification cancellation or acceleration) under any of the terms, conditions or provisions acceleration of any Company Material Contractobligation or the loss of a benefit under, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien lien upon any material of the properties or assets of Ranger, (i) any Group Companyprovision of the certificate of incorporation or by-laws of Ranger, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Ranger or (iii) assuming all the consents, filings and registrations referred to in the next sentence are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Ranger (or any of its affiliates) or any of its properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or liens, that, individually or in the aggregate, would not reasonably be expected to prevent or result in a third party materially delaying the consummation of the transactions contemplated herein.
(b) No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Ranger (or any of its affiliates) in connection with the execution and delivery of this Agreement by Ranger or is necessary for the consummation of the transactions contemplated by this Agreement, except (i) applicable filings, if any, pursuant to the HSR Act, (ii) such filings with, and orders of, the FCC as may be required under the Communications Act, (iii) such filings as may be required in connection with statutory provisions and regulations relating to real property transfer gains and real property transfer and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or result in a third party materially delaying the consummation of the merger.
Appears in 1 contract
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approvalfilings required under applicable Brazilian antitrust or competition laws, the Competition Act Canada (the "Competition Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), are made and the waiting period thereunder (if applicable) has been terminated or has expired, (ii) voluntary notification under Section 721 of the Defense Production Act of 1950, as amended ("Exon-Xxxxxx"), is made, (iii) the prior notification and reporting requirements of the German Act Against Restraints in Competition and other antitrust laws of the member states of the European Union as may be applicable (collectively, the "European Antitrust Laws") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iv) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable, are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (v) the applicable requirements of the Securities Act and the Exchange Act are met, (vi) the requirements under any applicable foreign or state securities or blue sky laws are met, (vii) the filing of the Amalgamation Application with Certificate of Merger and other appropriate merger documents, if any, as required by the RegistrarBCL, are made, (iiiviii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (case of this Agreement the “Company Insurance Approvals”)Shareholder Approval is received, and (vix) those that may be required solely by reason the requirements of Parent’s or Amalgamation Sub’s (as opposed any applicable state law relating to any other third party’s) participation in the transactions contemplated hereby. Neither transfer of contaminated property are met, the executionexecution and delivery of this Agreement, delivery or performance the Company Stock Option Agreement and the Parent Stock Option Agreements by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: (A) violate or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of the Company's Certificate of Incorporation, or the Company's By-Laws or the comparable governing documents of any Group Company’s Governing Documentsof its Subsidiaries; (B) violate or conflict with any statute, law, ordinance, rule or regulation (btogether, "Laws") or any order, judgment, decree, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental Authority") applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (C) except as set forth in Schedule 4.5Section 4.4 of the Company Disclosure Letter, require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (D) except as set forth in Section 4.4 of the Company Disclosure Letter, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification payment or acceleration) under under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or Company Material Permit, (c) violate in any material respect any Law, writ, injunction other instrument or decree obligation of any Governmental Entity having jurisdiction over any Group kind ("Contracts") to which the Company or any of their respective its Significant Subsidiaries is a party, or by which any such Person or any of its properties or assets are bound, excluding from the foregoing clauses (B), (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not reasonably be expected to, individually or (d) except as in the aggregate, have a Company Material Adverse Effect or prevent, materially impair, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAgreement.
Appears in 1 contract
Consents and Approvals; No Violations. Assuming Except for (i) the truth filing and accuracy recordation of the representations Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL; (ii) obtaining the Parent Stockholder Approval and warranties (iii) the filing with NASDAQ of a listing application covering the Registrable Securities or other shares of Parent and Amalgamation Sub set forth in Section 5.5Common Stock issuable upon conversion of the shares of Parent Series A Preferred Stock issuable hereunder, no material notices to, filings filing or registration with, or notice to, and no Permit, authorization, consent or approval of, any public court, tribunal or administrative, governmental or regulatory body, agency or authority is necessary or required in connection with the execution and delivery of this Agreement by Parent and Merger Subsidiary or for the consummation by Parent and Merger Subsidiary of the transactions contemplated by this Agreement; provided that until the Shelf Registration Statement has become effective, the sale of shares of Parent Common Stock issuable upon conversion of the shares of Parent Series A Preferred Stock issuable hereunder may be restricted. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or approvals of any Person or Governmental Entity are necessary for obtained, neither the execution, delivery or and performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or nor the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies Parent and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, Merger Subsidiary will (ax) conflict with or result in any breach of any provision of any Group Company’s Governing DocumentsCertificate of Incorporation or Bylaws of Parent or Merger Subsidiary, (by) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material Contractmaterial note, Material Company Real Property Lease bond, mortgage, indenture, license, Contract or Company Material Permit, (c) violate in any material respect any Law, writ, injunction other instrument or decree of any Governmental Entity having jurisdiction over any Group Company obligation to which Parent or Merger Subsidiary is a party or by which Parent or Merger Subsidiary or any of their respective properties or assets may be bound or (dz) except as contemplated by this Agreement violate any order, writ, injunction, decree, statute, rule or with respect regulation applicable to Permitted LiensParent or Merger Subsidiary or any of their properties or assets except, result in the creation case of any Lien subsections (y) or (z) above, for violations, breaches or defaults that would not have a Material Adverse Effect on Parent or Merger Subsidiary and that will not prevent or delay the consummation of the transactions contemplated hereby; provided that until the Shelf Registration Statement has become effective, the sale of shares of Parent Common Stock issuable upon any material assets conversion of any Group Companythe shares of Parent Series A Preferred Stock issuable hereunder shall be restricted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novitron International Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the (a) The execution, delivery or and performance by any Group Company Pxxxxx, Merger Sub and Merger LLC of this Agreement or the Ancillary Transaction Documents to which such Group Company it is a party or and the consummation by the Company Parent, Merger Sub and the Founders Merger LLC of the transactions contemplated hereby (including the disposition and thereby do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, expiration of any applicable waiting period, consent or approval of any Governmental Authority by the Founders of their interests in the Group Companies Parent, Merger Sub and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for Merger LLC other than (i) as may be required by Competition Laws, including the Company Shareholder ApprovalHSR Act, (ii) the filing declaration of effectiveness under the Securities Act of the Amalgamation Application with the RegistrarRegistration Statement, (iii) compliance the filing with the SEC of (A) the Joint Proxy Statement in definitive form and (B) such reports and other filings under the HSR Exchange Act as may be required in connection with the Transaction Documents and other Antitrust Lawsthe transactions contemplated hereby and thereby, (iv) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings withand notifications as may be required under applicable U.S. federal and state or foreign securities Laws or the rules and regulations of Nasdaq, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may the filing of the Certificate of Merger, the Upstream Merger Certificate, the Certificate of Designations or other documents as required by the DGCL and the DLLCA, (vi) Tax filings or (vii) such other actions or filings the absence of which would not, individually or in the aggregate, reasonably be required solely by reason expected to have (x) a Parent Material Adverse Effect or (y) a material adverse effect on the ability of Parent’s or Amalgamation Sub’s (as opposed Parent to any other third party’s) participation in consummate the transactions contemplated hereby. Neither by the Transaction Documents to which any of Parent, Merger Sub and Merger LLC is a party prior to the Drop Dead Date.
(b) The execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or therebyand, subject to the receipt of the Company Shareholder Parent Stockholder Approval and the Parent Disinterested Stockholder Approval, performance by Parent, Merger Sub and Merger LLC of the Transaction Documents to which it is a party, and the consummation by Parent, Merger Sub or Merger LLC of the transactions contemplated hereby and thereby, do not and will not (ai) conflict with or violate any provision of the Parent Governance Instruments or the certificate of incorporation or bylaws of Merger Sub or the certificate of formation or limited liability company agreement of Merger LLC, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.4(a) have been obtained and all filings and other obligations described in Section 4.4(a) have been made (and any applicable waiting periods, including any applicable HSR Act waiting periods, and any agreements not to close, shall have expired or been terminated), and assuming the accuracy of the representations in Section 3.4, conflict with or violate any Law applicable to Parent, Merger Sub or Merger LLC or by which any property or asset of Parent, Merger Sub or Merger LLC is bound, (iii) require any consent or notice, or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, modification result in the loss of any benefit under, or acceleration) under result in the triggering of any payments or requirements to purchase or redeem any Indebtedness or capital stock pursuant to, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Contract to which Parent or any of their respective properties its Subsidiaries is a party or assets by which any property or asset of Parent or any of its Subsidiaries is bound or (div) result in any Encumbrance (except as contemplated by this Agreement for Permitted Encumbrances) on any property or asset of Parent, Merger Sub, or Merger LLC, except, with respect to Permitted Liensclauses (ii), result (iii) and (iv) of this Section 4.4(b) as would not, individually or in the creation aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect or (y) a material adverse effect on the ability of Parent to consummate the transactions contemplated by the Transaction Documents to which any Lien upon any material assets of any Group CompanyParent, Merger Sub and Merger LLC is a party prior to the Drop Dead Date.
Appears in 1 contract
Consents and Approvals; No Violations. Assuming (a) any Governmental Approvals required under any Antitrust Law in the truth and accuracy Identified Jurisdictions have been obtained or satisfied (if any), (b) the applicable requirements of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company Securities Act and the Founders Exchange Act in respect of the transactions contemplated hereby Transactions are met, (including c) the disposition by the Founders of their interests requirements under any applicable state securities or blue sky Laws in the Group Companies and the receipt by the Founders respect of the Founder Amalgamation Stock Consideration)Transactions are met, except for (id) the Company Shareholder Approvalrequirements of the NYSE in respect of the listing of the shares of SpinCo Common Stock to be issued hereunder are met, (iie) the filing of the Amalgamation Application Certificates of Merger and other appropriate merger documents are made in connection with the RegistrarMergers as required by Xxxxxxxx Islands Law, the execution and delivery of this Agreement and the Transitional Agreements by the Dispatch Parties and the consummation by them of the Transactions do not and will not (i) violate or conflict with any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Dispatch or any of its Subsidiaries or by which any of their respective properties or assets as of the Closing Date may be bound, (iii) compliance with and filings under the HSR Act and other Antitrust Lawsrequire any Governmental Approval, or (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration, or give rise to any obligation, right of termination, cancellation, modification acceleration or acceleration) under increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Company Dispatch Material Contract, Material Company Real Property Lease or Company Material Permitexcluding in the case of clauses (ii) through (iv) above, (cx) violate conflicts, violations, approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or losses which would not reasonably be expected, individually or in the aggregate, to have a Dispatch Material Adverse Effect and (y) any material respect any Law, writ, injunction Security Interests created in connection with the Dispatch Credit Facilities. Section 5.03 of the Dispatch Disclosure Letter sets forth a correct and complete list of Dispatch Material Contracts pursuant to which consents or decree waivers are required prior to consummation of any Governmental Entity having jurisdiction over any Group Company the Transactions (whether or any of their respective properties or assets or not subject to the exclusion set forth in clause (dy) except as contemplated by this Agreement or above with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Companyclause (iv) above).
Appears in 1 contract
Samples: Transaction Agreement (Capital Product Partners L.P.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the Company Shareholder Approvalfiling with the SEC of the preliminary proxy statement, the Proxy Statement and any related filings under Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) the filing of the Amalgamation Application Certificate of Merger with the RegistrarSecretary of State of the State of Delaware pursuant to the DGCL, (iii) compliance with the Stockholder Approval and filings under the HSR Act and other Antitrust Laws, (iv) filings withfilings, permits, clearances, authorizations, consents, orders and approval ofapprovals as may be required under (A) Sections 13 and 16 of the Exchange Act, (B) the Bermuda Monetary Authority Securities Act to deregister the Company’s securities that are registered under the Exchange Act, (C) the rules and regulations of the insurance regulatory authorities in New York Stock Exchange (“NYSE”) and (D) the jurisdictions listed in Schedule 4.5 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Company Insurance ApprovalsHSR Act”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in applicable Antitrust Laws, no consents or approvals of, or filings, declarations or registrations with, any federal, state or local court, administrative or regulatory agency, governmental or regulatory committee or commission or other governmental authority or instrumentality, domestic or foreign (each a “Governmental Entity”), are necessary for the transactions contemplated hereby. Neither the execution, delivery or performance consummation by the Company of the Transactions, other than such other filings, clearances, authorizations, consents, orders, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Neither the execution and delivery of this Agreement or the Ancillary Documents to which by the Company is a party nor the consummation by the Company of the transactions contemplated hereby or therebyTransactions, subject to nor compliance by the receipt Company with any of the Company Shareholder Approvalterms or provisions hereof, will (ai) conflict with or result in any breach of violate any provision of any Group the Company’s Governing DocumentsRestated Certificate of Incorporation or its By-Laws or any of the similar organizational documents of any of its Subsidiaries or any of its Joint Ventures or (ii) assuming that the consents, approvals, filings, declarations and registrations referred to in Section 3.3(a) are duly obtained or made, (bx) except as set forth violate any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets in Schedule 4.5a material respect, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (right to termination or give rise to cancellation under, accelerate the performance required by, or result in the creation of any right Encumbrance upon any of terminationthe respective properties or assets of the Company or any of its Subsidiaries under, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Contract to which the Company Material Contractor any of its Subsidiaries is a party, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or affected, or any permit or similar authorization held by the Company or any of its Subsidiaries, except, in the case of clause (dii)(y) except as contemplated by this Agreement above, for such violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or Encumbrance creations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(c) None of the Company, any of its Subsidiaries or any of its Joint Ventures are creditors or claimants with respect to Permitted Liensany debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, result in the creation aggregate, constitute more than 15% of any Lien upon any material the consolidated gross assets of any Group Companythe Company and its consolidated Subsidiaries (excluding cash and cash equivalents).
Appears in 1 contract
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub Except as set forth in Section 5.54.6 of the Company Disclosure Schedule, no material notices tosubject to receipt of the Company Stockholder Approval, filings withand except (a) for filings, or permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or approvals state “blue sky” Laws, and (b) for filing of any Person or Governmental Entity are necessary the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT, and the filing of the Partnership Merger Certificate with the DSOS, none of the execution, delivery or performance by any Group Company of this Agreement or by the Ancillary Documents to which such Group Company is a party or Company, the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company Parties of the transactions contemplated hereby or thereby, subject to compliance by the receipt Company or the Company Subsidiaries with any of the Company Shareholder Approval, provisions hereof will (ai) conflict with or result in any breach or violation of any provision of any Group Company’s the Company Governing Documents or the Partnership Governing Documents, (bii) require any filing by the Company or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) the filing with the SEC of (I) the Proxy Statement/Prospectus in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Company Merger will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and declaration and effectiveness of the Form S-4, and (II) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth may be required in Schedule 4.5connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a violation or breach by the Company or any Company Subsidiary of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Contract to which Company or any Company Subsidiary is a party or by which it or any of their its respective properties or assets may be bound, or (div) except as contemplated by this Agreement violate or conflict with respect any Law applicable to Permitted Liensthe Company or any Company Subsidiary or any of its respective properties or assets, result excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the creation of any Lien upon any material assets of any Group Companyaggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Prologis, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except a) Except for (i) the consents and approvals set forth in Section 3.4(a) of the Company Shareholder ApprovalDisclosure Letter, (ii) the filing with the SEC of the Amalgamation Application with preliminary proxy statement, the RegistrarProxy Statement and the Form S-4, (iii) compliance the filing of the Certificate of Merger with the Secretary of State pursuant to the DGCL and filings under the HSR Act and other Antitrust LawsDLLCA, (iv) filings withthe Company Stockholder Approvals and (v) filings, permits, authorizations, consents and approvals as may be required under, and approval other applicable requirements of, (A) the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 Securities Exchange Act of 1934, as amended (the “Company Insurance ApprovalsExchange Act”), (B) the Securities Act (as defined below), (C) the rules and regulations of the New York Stock Exchange, and (D) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any foreign antitrust or competition laws, no consents or approvals of, or filings, declarations or registrations with, any federal, state or local court, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign (v) those that may be required solely each a “Governmental Entity”), are necessary for the consummation by reason the Company of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither , other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the executionaggregate, a Company Material Adverse Effect.
(b) Except as set forth in Section 3.4(b) of the Company Disclosure Letter, neither the execution and delivery or performance of this Agreement by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or therebyhereby, subject to nor compliance by the receipt Company with any of the Company Shareholder Approvalterms or provisions hereof, will (ai) conflict with or result in any breach of violate any provision of the Company Charter or Company Bylaws or any Group Company’s Governing Documentsof the similar organizational documents of any of its subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) and the Company Stockholder Approvals are duly obtained in accordance with the DGCL, (bx) except as set forth in Schedule 4.5violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or cause acceleration, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, modification or acceleration) under result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Material Contractor any of its subsidiaries is a party, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company by which they or any of their respective properties or assets may be bound or (d) except as contemplated by this Agreement or with respect to Permitted Liensaffected, result except, in the creation case of any clause (ii) above, for such violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or Lien upon any material assets of any Group Companycreations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Burlington Northern Santa Fe Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy (a) Section 3.5(a) of the representations and warranties of Parent and Amalgamation Sub set Disclosure Schedules sets forth in Section 5.5each material consent, no material notices waiver, approval, registration, license, authorization, qualification, permit of, or other filing or notification, that is required to be obtained from or given to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for in connection with the execution, delivery or performance by any Group the Company of this Agreement or the and each other Ancillary Documents Document to which such Group Company it is a party or and the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)thereby, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) than those that may be required solely by reason of ParentBuyer’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither hereby and thereby.
(i) Section 3.5(b)(i) of the Disclosure Schedules sets forth each consent, waiver, approval, registration, license, authorization, qualification, permit of, or other filing or notification, that is required to be obtained from or given to, any Person party to a Material Contract, a Real Property Lease or any Contract with respect to Intellectual Property Rights of any Group Company, in connection with the execution, delivery delivery, or performance by the Company of this Agreement and each other Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, waivers, approvals, registrations, licenses, authorizations, qualifications, permits, filings or notifications which, if not obtained or made, would not be reasonably likely to be, either individually or in the aggregate, material to the Group Companies, taken as a whole.
(ii) Section 3.5(b)(ii) of the Disclosure Schedules sets forth each consent, waiver, approval, registration, license, authorization, qualification, permit of, or other filing or notification, that is required to be obtained from or given to, any Person party to any Servicing Agreement of any Group Company, in connection with the execution, delivery, or performance by the Company of this Agreement and each other Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, waivers, approvals, registrations, licenses, authorizations, qualifications, permits, filings or notifications which, if not obtained or made, would not be reasonably likely to be, either individually or in the aggregate, material to the Group Companies, taken as a whole.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedules and except as required under the HSR Act, neither the execution and delivery by the Company of this Agreement or the Ancillary Documents to which the Company it is a party party, nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to and the receipt of compliance by the Company Shareholder Approvalwith the terms and conditions hereof and thereof, will will:
(ai) conflict with or result in any breach of violate any provision of the Governing Documents of any of the Group Company’s Governing Documents, Companies;
(bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right of termination, cancellation, modification acceleration, obligation to repay or accelerationrequire any notice under, or result in the creation of any Lien (other than a Permitted Lien) under on any of the assets or properties of the Group Companies pursuant to the terms, conditions or provisions of any Company (A) Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over Contract to which any Group Company is party or to which any of their respective properties or its assets or properties are bound or subject or (dB) except as contemplated by this Servicing Agreement to which any Group Company is party, except, in each case, for such violations, breaches, defaults, losses, rights or with respect other occurrence which would not be reasonably likely to Permitted Liensbe, result either individually or in the creation aggregate, material to the Group Companies, taken as a whole; or
(iii) violate any Law applicable to any of any Lien upon any the Group Companies, except such violations, which would not be reasonably likely to be, either individually or in the aggregate, material assets of any to the Group CompanyCompanies, taken as a whole.
Appears in 1 contract
Consents and Approvals; No Violations. (a) Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub the Company set forth in Section 5.5ARTICLE 3 and of the Sellers set forth in ARTICLE 4, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, execution and delivery or performance by any Group Company Buyer of this Agreement or do not, and of the Ancillary Documents (to which such Group Company Buyer is a party or party) on the consummation by the Company Closing Date will not, and the Founders performance by Buyer of this Agreement and of the transactions contemplated hereby Ancillary Documents (including the disposition to which Buyer is a party) by the Founders of their interests Buyer will not, in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)each case require any filing with or approval from any Governmental Authority, except for other than (i) compliance with any applicable requirements of the Company Shareholder ApprovalHSR Act or any other applicable Antitrust Law, (ii) the filing such filings as may be required under applicable requirements of the Amalgamation Application with the RegistrarExchange Act, and under state securities or “blue sky” laws, (iii) compliance with and filings such filings, notices, approvals or consents required under the HSR Act rules and regulations of the SEC or any other Antitrust Lawsapplicable regulatory or self-regulatory organization, (iv) filings withsuch filings, and approval ofnotices, approvals or consents required under the Bermuda Monetary Authority and rules of the insurance regulatory authorities in national securities exchange on which the jurisdictions Class A Common Stock is listed in Schedule 4.5 (the “Company Insurance Approvals”), and or (v) those that may be required solely by reason of Parent’s where the failure to make such filing or Amalgamation Sub’s (as opposed to any other third party’s) participation obtain such approval would not, individually or in the transactions contemplated hereby. Neither the executionaggregate, reasonably be expected to have a Buyer Material Adverse Effect.
(b) The execution and delivery or performance by the Company Buyer of this Agreement or do not, and of the Ancillary Documents (to which the Company Buyer is a party nor party) on the consummation Closing Date will not, and the performance by the Company Buyer of this Agreement and of the transactions contemplated hereby Ancillary Documents (to which Buyer is a party) will not, in each case, (i) violate the Governing Documents of Buyer, (ii) assuming compliance with the matters referred to in Section 5.3(a), violate or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with any Law applicable to Buyer or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions its Subsidiaries or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or by which any of their respective properties are bound or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Companyaffected.
Appears in 1 contract
Samples: Unit Purchase Agreement (Construction Partners, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations execution and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company such Seller of this Agreement or the Ancillary Documents Related Agreements (to which such Group Company it is contemplated to be a party or party) nor the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company such Seller of this Agreement its, his or the Ancillary Documents to which the Company is a party her obligations hereunder or thereunder nor the consummation by the Company of the transactions contemplated hereby or therebythereby shall (i) with respect to a Seller which is not a natural person, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, the certificate of incorporation or the by-laws (bor other comparable governing or organizational document) of such Seller; (ii) except as set forth in Schedule 4.5the Pre-Closing Stockholders Agreement (which is to be terminated in accordance with Section 6.11 at or prior to the Closing) or the Option Plan, require any consent or other action by any Person under, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration or obligation to repurchase, modification repay, redeem or accelerationacquire or any similar right or obligation) under under, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease mortgage, letter of credit, other evidence of indebtedness, guarantee, Contract or Company Material Permitobligation to which such Seller is a party or by which he, she or it or any of his, her or its assets may be bound or result in the imposition of any Encumbrance upon any of the shares of Class A Common Stock, Series B Preference Stock or Options of such Seller; or (ciii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in Section 4.2(b) below (or that should have been disclosed pursuant to Section 4.2(b) below) have been obtained or made, as the case may be, violate any Law to which such Seller is subject (or the shares of Class A Common Stock or Series B Preference Stock or Options owned by such Seller is subject) or require any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity except in the case of clause (iii) for such violations of Law, filings, registrations, notifications, authorizations, consents, or approvals which do not have and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of such Seller to consummate the transactions contemplated hereby or result in any material respect liability to Buyer or its successors; provided that no representation is made in clause (iii) as to any Lawviolations, writfilings, injunction registrations, notifications, authorizations, consents and approvals which are applicable solely by reason of such Seller owning the shares of Class A Common Stock, Series B Preference Stock or decree Options owned by it and not by reason of (a) any Governmental Entity having jurisdiction over any Group Company facts specific to such Seller (including its legal, regulatory or any of their respective properties or assets marital status) or (db) except as contemplated by this Agreement any actions (including pledging, granting any Encumbrances or taking other actions) with respect to Permitted Liensthe Class A Common Stock, result in the creation of any Lien upon any material assets of any Group CompanySeries B Preference Stock or Options) heretofore taken by such Seller.
Appears in 1 contract
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the (a) The execution, delivery or and performance by any Group Company Xxxxxx and Merger Sub of this Agreement or the Ancillary Documents to which such Group Company is a party or and the consummation by Xxxxxx and Merger Sub of the Company Merger and the Founders of the other transactions contemplated hereby (including by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, consent or approval of, or other action by or in respect of, any Governmental Authority or the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation London Stock Consideration), except for Exchange other than (i) as may be required by the Company Shareholder ApprovalHSR Act, (ii) the filing of the Amalgamation Application with the RegistrarSEC of (A) the Proxy Statement and (B) such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) compliance with with, and announcements and filings under, the FSMA, the UK Listing Rules, the UK DTR and MAR and such other clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or UK, European Union or other foreign securities Laws or the HSR Act applicable requirements of the London Stock Exchange or the UKLA and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and filing of the insurance regulatory authorities in Articles of Merger with the jurisdictions listed in Schedule 4.5 Secretary of State of Indiana.
(the “Company Insurance Approvals”), and (vb) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the The execution, delivery or and performance by the Company Xxxxxx and Merger Sub of this Agreement or the Ancillary Documents to which the Company is a party nor and the consummation by the Company Xxxxxx and Merger Sub of the transactions contemplated hereby or thereby, subject to Merger and the receipt of the Company Shareholder Approval, other Transactions do not and will not (ai) conflict with or violate any provision of the organizational documents of Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.4(a) have been obtained and all filings and other obligations described in Section 4.4(a) have been made, conflict with or violate, in any respect, any Law applicable to Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is bound, or (iii) require any consent or notice, or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, modification result in the loss of any benefit under, or acceleration) under result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Company Material ContractContract to which Parent or Merger Sub is a party, Material Company Real Property Lease or Company Material Permitexcept, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liensclauses (ii) or (iii), result for such conflicts, violations, triggering of payments, filings, notices, permits, authorizations, consents, approvals, terminations, amendments, accelerations, cancellations, breaches, defaults, losses of benefits or rights which, individually or in the creation of any Lien upon any material assets of any Group Companyaggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement
Consents and Approvals; No Violations. Assuming (i) the truth filings required under applicable Brazilian antitrust or competition laws, the Competition Act and accuracy the HSR Act are made and the waiting period thereunder (if applicable) has been terminated or has expired, (ii) voluntary notification under Exon-Fxxxxx is made, (iii) the prior notification and reporting requirements of the representations European Antitrust Laws are met and warranties any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iv) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (v) the applicable requirements of the Securities Act and the Exchange Act are met, (vi) the applicable requirements under any applicable foreign or state securities or blue sky laws are met, (vii) the requirements under the Market Act, any regulations promulgated thereunder and the rules of the HSE, in respect of the listing of the Parent Ordinary Shares to be issued hereunder are met, (viii) the filing of the Certificate of Merger and Amalgamation Sub set forth other appropriate merger documents, if any, as required by the BCL, are made, (ix) in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company case of this Agreement or and the Ancillary Documents Parent Stock Option Agreement the Parent Shareholder Approval is received, and (x) the requirements of any applicable state law relating to which such Group Company is a party or the transfer of contaminated property are met, the execution and delivery of this Agreement, the Stock Option Agreement and the Parent Stock Option Agreements by Parent and Merger Sub and the consummation by the Company Parent and the Founders Merger Sub of the transactions contemplated hereby do not and will not: (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (iA) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s violate or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of the Articles of Association of Parent or the Certificate of Incorporation or By-Laws of any Group Company’s Governing Documents, of its Subsidiaries; (bB) violate or conflict with any Laws or Orders of any Governmental Authority applicable to Parent or any of its Subsidiaries or by which either of their respective properties or assets may be bound; (C) except as set forth in Schedule 4.5Section 5.4 of the Parent Disclosure Letter, require any filing with, or permit, consent or approval of, or the giving of any notice to any Governmental Authority; or (D) except as set forth in Section 5.4 of the Parent Disclosure Letter, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Significant Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Contracts which Parent or any of their respective its Significant Subsidiaries is a party, or by which any such Person or any of its properties or assets may be bound, excluding from the foregoing clauses (B), (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not reasonably be expected to, individually or (d) except as in the aggregate, have a Parent Material Adverse Effect or prevent, materially impair, or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAgreement.
Appears in 1 contract
Samples: Merger Agreement (Upm Kymmene Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the (a) The execution, delivery or and performance by any Group Company Liberty and LI LLC of this Agreement or the Ancillary Documents to which such Group Company is a party or and the consummation by the Company Liberty and the Founders LI LLC of the transactions contemplated hereby (including the disposition Transactions do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, consent or approval of, or other action by the Founders of their interests or in the Group Companies respect of, any Governmental Authority by Liberty and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for LI LLC other than (i) as may be required by the Company Shareholder ApprovalHSR Act, (ii) the filing with the SEC of the Amalgamation Application Joint Proxy Statement, the Registration Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the RegistrarTransactions, (iii) compliance with such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and filings notifications as may be required under the HSR Act applicable U.S. federal and other Antitrust state or foreign securities Laws, (iv) filings withapproval by the FCC of applications for transfer of control and/or assignment of the FCC licenses and registrations listed on Section 4.5(a) of the Liberty Disclosure Letter, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be applicable approvals of State Commissions and (vi) the filing of any documents as required solely by reason of Parent’s or Amalgamation Sub’s the DGCL and the ACC.
(as opposed to any other third party’sb) participation in the transactions contemplated hereby. Neither the The execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or therebyand, subject to the receipt of the Company Shareholder Liberty Stockholder Approval, performance by Liberty and LI LLC of this Agreement and the consummation by Liberty and LI LLC of the Transactions do not and will not (ai) conflict with or result in any breach of violate any provision of any Group Company’s Governing Documentsthe Liberty Charter or Liberty Bylaws or similar organizational documents of LI LLC or the Contributed Ventures Subsidiaries, (bii) assuming that all consents, approvals, authorizations and other actions described in Section 4.5(a) have been obtained and all filings and other obligations described in Section 4.5(a) have been made, conflict with or violate, in any material respect, any Law applicable to Liberty, LI LLC or any of the Contributed Ventures Subsidiaries or by which any property or asset of Liberty or any of the Contributed Ventures Subsidiaries is bound, (iii) except as set forth in Schedule 4.5Section 4.5(b)(iii) of the Liberty Disclosure Letter, require any consent or notice, or result in a any violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, modification result in the loss of any benefit under, or acceleration) under result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Company Liberty Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets Contract or (div) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of an Encumbrance (except for Permitted Encumbrances) on any Lien upon property or asset of Liberty or any material assets of any Group Companythe Contributed Ventures Subsidiaries, except, with respect to clauses (ii), (iii) and (iv), for such conflicts, violations, triggering of payments, Encumbrances, filings, notices, permits, authorizations, consents, approvals, terminations, amendments, accelerations, cancellations, breaches, defaults, losses of benefits or rights which would not reasonably be expected to have a Liberty Ventures Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Liberty Interactive Corp)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub (a) Except as set forth in Section 5.54.4(a) of the Disclosure Letter, the execution, delivery and performance by Globe, GMI and the applicable Subject Entities and GSMNL, GSM Alloys I and GSM Alloys II of this Agreement and/or the applicable Ancillary Documents, and the consummation by Globe, GMI and the applicable Subject Entities and GSMNL, GSM Alloys I and GSM Alloys II of the transactions contemplated hereby and thereby require no material notices toaction by or in respect of, or notice to or filing with, any Governmental Authority other than (i) such disclosure obligations as may be required by the U.S. Securities and Exchange Commission or The Nasdaq Stock Market Inc. or (ii) authorizations, consents, approvals, filings withor notices the failure of which to obtain or make would not reasonably be expected to have a Globe Material Adverse Effect.
(b) Except as set forth in Section 4.4(b) of the Disclosure Letter, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for neither the execution, delivery or performance by any Group Company Globe, GMI, GSMNL, GSM Alloys I and GSM Alloys II or the applicable Subject Entities of this Agreement or the applicable Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)Documents, except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by Globe, GMI, GSMNL, GSM Alloys I and GSM Alloys II or the Company applicable Subject Entities of the transactions contemplated hereby or therebythereby nor compliance by Globe, subject to GMI, GSMNL or the receipt applicable Subject Entities with any of the Company Shareholder Approval, provisions hereof or thereof will (ai) conflict with or result in any breach of any provisions of the articles of incorporation or bylaws of Globe or GMI or the similar organizational and governing documents of any of the Subject Entities or GSMNL, GSM Alloys I and GSM Alloys II, (ii) assuming compliance with the matters referred to in Section 4.4(a), conflict with or result in any violation of any provision of any Group Company’s Governing DocumentsLaw binding upon or applicable to Globe, GMI, GSMNL, GSM Alloys I and GSM Alloys II, any of the Subject Entities, the Brazilian Business or the Alloy Business, (biii) except as set forth in Schedule 4.5require the consent, approval or authorization of, or notice to or filing with, any Third Party with respect to, result in a any violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification amendment, or accelerationacceleration of any right or obligation of Globe, GMI, GSMNL, GSM Alloys I and GSM Alloys II or any Subject Entity (in the case of WV Alloys, related to the Alloy Business) under or to a loss of any benefit to which Globe, GMI, GSMNL, GSM Alloys I and GSM Alloys II or any Subject Entity (in the case of WV Alloys, related to the Alloy Business) is entitled) under, any provision of any Contract or any Permit of the terms, conditions Alloy Business or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets the Brazilian Business or (div) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien upon (other than a Permitted Lien) on any material assets asset of any Group Companythe Alloy Business or the Brazilian Business, except, in the case of clauses (ii) and (iii), (x) for conflicts or violations and/or (y) where the failure to obtain such consent, approval or authorization or make such notice or such violation, breach or default, in each case, would not reasonably be expected to have a Globe Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the (a) The execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor and the consummation by the Company of the Transactions do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, consent or approval of, or other action by or in respect of, any Governmental Authority by the Company other than (i) as may be required by the HSR Act, (ii) the filing with the SEC of (A) the Joint Proxy Statement, (B) the Registration Statement, and (C) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby by this Agreement, (iii) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or therebyforeign securities Laws, (iv) approval by the FCC of applications for transfer of control and/or assignment of the FCC licenses, authorizations and registrations listed on Section 3.5(a) of the Company Disclosure Letter, (v) approval by the RCA of application(s) for transfer of control and/or assignment of the RCA licenses, operating authority, franchises, designations and registrations listed on Section 3.5(a) of the Company Disclosure Letter, (vi) the filing of the Restated Company Articles effecting the Company Reclassification with the Alaska Commissioner and (vii) the filing of any other documents as required by the DGCL and the ACC.
(b) The execution, delivery and, subject to the receipt of the Company Shareholder ApprovalStockholder Approvals, performance by the Company of this Agreement and the consummation by the Company of the Transactions do not and will not (ai) conflict with or result in any breach of violate any provision of the Company Articles or Company Bylaws or similar organizational documents of any Group of the Company’s Governing Documentsadditional Subsidiaries, (bii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(a) have been obtained and all filings and other obligations described in Section 3.5(a) have been made (and any applicable HSR waiting periods have expired), conflict with or violate any Law applicable to the Company or any of the Company’s Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound, (iii) except as set forth in Schedule 4.5Section 3.5(b)(iii) of the Company Disclosure Letter, require any consent or notice, or result in a any violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, modification result in the loss of any benefit under, or acceleration) under result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets Contract or (div) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of an Encumbrance (except for Permitted Encumbrances) on any Lien upon property or asset of the Company or any material assets of any Group the Company’s Subsidiaries, except, with respect to clauses (ii), (iii) and (iv), for such conflicts, violations, triggering of payments, Encumbrances, filings, notices, permits, authorizations, consents, approvals, terminations, amendments, accelerations, cancellations, breaches, defaults, losses of benefits or rights which would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Liberty Interactive Corp)
Consents and Approvals; No Violations. (a) Assuming that all filings with the truth Governmental Authorities referred to in Section 3.5(b) have been obtained or made and accuracy all consents, waivers, approvals, orders or authorizations referred to in Schedule 3.5(a) of the representations and warranties Disclosure Schedules have been obtained, none of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by Parent or Merger Sub of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any Group Company of the provisions hereof, will (i) violate, conflict with or result in a breach of any provision of the certificate of incorporation or by-laws of Parent or the certificate of incorporation or by-laws of Merger Sub or (ii) violate, or result in the violation of, any Law or Governmental Order applicable to Parent or Merger Sub.
(b) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery and performance by Parent and Merger Sub of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)hereby, except for (i) compliance with any applicable requirements of the Company Shareholder ApprovalExchange Act, (ii) the filing of the Amalgamation Application Certificate of Merger with the RegistrarSecretary of State of the State of Delaware as required by the DGCL, (iii) compliance with and filings required under the HSR Act and or the comparable competition laws or foreign investment laws of other Antitrust Laws, jurisdictions or (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings withthe failure of which to be obtained or made would not, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities individually or in the jurisdictions listed in Schedule 4.5 (aggregate, have or be reasonably likely to have a material adverse effect on the “Company Insurance Approvals”), and (v) those that may be required solely by reason ability of Parent’s Parent or Amalgamation Sub’s (as opposed Merger Sub to any other third party’s) participation in perform their obligations under this Agreement or consummate the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Company.
Appears in 1 contract
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5Except for filings, no material notices topermits, filings with, or authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement in definitive form relating to any required Company Stockholder Approval (together with any amendments thereof or approvals supplements thereto, in each case in the form or forms mailed to the Company's stockholders, the "Proxy Statement")), The Hart-Scott-Rodino Antitrust Improvements Act of any Person 1976, xx xxxxxxx (xxx "HSR Act"), the DGCL, The Nasdaq Stock Market, the laws of other states in which the Company is qualified to do or Governmental Entity are necessary for is doing business, state takeover laws and the other matters referred to in Item 3.5 of the Company Disclosure Schedule (collectively, the "Company Required Approvals"), neither the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (ai) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe Company Certificate of Incorporation or Company Bylaws, (bii) require any filing with, or permit, authorization, consent or approval of, any federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic or foreign (a "Governmental Entity") (except as set forth in Schedule 4.5where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Company Material Adverse Effect or would not reasonably be expected to prevent or materially delay the consummation of the Merger), (iii) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license, contract, agreement or other instrument or obligation to which the Company or any of the terms, conditions its subsidiaries is a party or provisions by which any of them or any Company Material Contract, Material Company Real Property Lease of their properties or Company Material Permit, assets may be bound or (civ) violate in any material respect any Laworder, writ, injunction injunction, decree, statute, rule or decree regulation applicable to the Company, any of any Governmental Entity having jurisdiction over any Group Company its subsidiaries or any of their respective properties or assets assets, except in the case of clauses (iii) or (div) except as contemplated by this Agreement for violations, breaches or with respect to Permitted Liensdefaults that would not, result individually or in the creation aggregate, have a Company Material Adverse Effect or that would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of any Lien upon any material assets of any Group Companythe Merger.
Appears in 1 contract
Samples: Merger Agreement (Geowaste Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth (a) Except as described in Section 5.53.3(b) hereof, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for neither the execution, execution and delivery or performance by any Group Company such Seller of this Agreement or nor the Ancillary Documents to which performance by such Group Company is a party or the consummation by the Company and the Founders Seller of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for its obligations hereunder will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documentscertificate of incorporation, by-laws, trust agreement, partnership agreement, or certificate of partnership or other constitutive documents of such Seller, (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien Encumbrance upon any material assets of such Seller's Shares or (iii) assuming that the filings, registrations, notifications, authorizations, consent and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Group CompanyGovernmental Authority to which such Seller is subject, excluding from the foregoing clause (ii) and (iii) such requirements, defaults, breaches, rights or violations that would not have a material adverse effect on the ability of such Seller to consummate the transactions contemplated hereby.
(b) No filing or registration with, notification to, or authorization, consent or approval of any Governmental Authority is required in connection with the execution and delivery of this Agreement by such Seller or the performance by such Seller of its obligations hereunder, except for (i) those set forth in Sections 2.4(b) and 3.3(b) of the Company Disclosure Schedule, (ii) filings under the HSR Act, (iii) those that become applicable as a result of matters specifically related to Buyer or its Affiliates, or (iv) such other consents, approvals orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not have a material adverse effect on the ability of such Seller to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Recapitalization Agreement (Allotech International Inc)
Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approvalfilings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the filing prior notification and reporting requirements of the Amalgamation Application with antitrust laws of the Registrarmember states of the European Union as may be applicable (collectively, the "EUROPEAN ANTITRUST LAWS") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) compliance with the prior notification and filings under the HSR Act reporting requirements of other antitrust or competition laws as may be applicable are satisfied and other Antitrust Lawsany antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) filings withthe applicable requirements of the Exchange Act are met, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required solely by reason of Parent’s or Amalgamation Sub’s the DGCL, are made and (as opposed to any other third party’svii) participation in the transactions contemplated hereby. Neither case of this Agreement, the executionCompany Shareholder Approval is received, the execution and delivery or performance of this Agreement by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor and the consummation by the Company of the transactions contemplated hereby or thereby, subject to (including the receipt changes in the composition of the Company Shareholder Approval, Board of Directors of the Company) do not and will not: (aA) violate or conflict with or result in any breach of any provision of any Group the Company’s Governing Documents, (b) except as set forth in Schedule 4.5, result in a violation 's Certificate of Incorporation or breach of, the Company's By-Laws or cause acceleration, or constitute (with or without due notice or lapse the comparable governing documents of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, its Subsidiaries; (cB) violate in or conflict with any material respect statute, law, ordinance, rule or regulation (together, "LAWS") or any Laworder, judgment, decree, writ, injunction permit or decree license (together, "ORDERS"), of any Governmental Entity having jurisdiction over court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any Group foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets or may be bound; (dC) except as contemplated by this Agreement or with respect to Permitted Liensset forth in Section 5.4 of the Company Disclosure Schedule, result in the creation of require any Lien upon any material assets of any Group Company.filing with, or
Appears in 1 contract
Consents and Approvals; No Violations. Assuming the truth and accuracy (a) Except (i) for (A) applicable requirements of the representations Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), state laws relating to takeovers, state securities or blue sky laws, state insurance laws and warranties the regulations promulgated thereunder and (B) the filing of Parent appropriate documents with, and Amalgamation Sub set forth approval of, the insurance regulatory authorities in Section 5.5the Commonwealth of Pennsylvania and the Cayman Islands and any other relevant jurisdiction (the requirements in clauses (A) and (B), no material notices tocollectively, filings the “Governmental Requirements”), or (ii) where the failure to make any filing with, or authorizationsto obtain any permit, consents authorization, consent or approvals approval of, any court or tribunal or administrative, governmental or regulatory body, agency, commission, board, legislature, instrumentality, division, department, public body or other authority (each, a “Government Entity”) would not (1) prevent or delay the consummation of the transactions contemplated by this Agreement, (2) prevent EHC from performing its obligations under this Agreement, or (3) individually or in the aggregate have or be reasonably likely to result in an EHC Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Government Entity is necessary for the execution, delivery and performance of this Agreement by EHC and the consummation of the transactions contemplated hereby.
(b) Except as disclosed in Section 2.5 of the EHC Disclosure Schedule, no consent or approval of any Person or Governmental Entity are necessary other party (other than any Government Entity) is required to be obtained by EHC for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation performance by the Company and the Founders EHC of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration)hereby, except for where the failure to obtain any such consent or approval would not (i1) prevent or delay the Company Shareholder Approval, (ii) the filing consummation of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. by this Agreement, (2) prevent EHC from performing its obligations under this Agreement, or (3) individually or in the aggregate, be reasonably likely to result in an EHC Material Adverse Effect.
(c) Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party by EHC nor the consummation by the Company EHC of the transactions contemplated hereby or therebyhereby, subject to the receipt nor compliance by EHC with any of the Company Shareholder Approvalprovisions hereof, will will:
(ai) conflict with or result in any breach of any provision provisions of the Constituent Documents of EHC or any Group Company’s Governing Documents, of the EHC Subsidiaries;
(bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification acceleration, vesting, payment, exercise, suspension or accelerationrevocation) under under, any of the terms, conditions conditions, or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or Company Material Permit, (c) violate in other instrument or obligation to which EHC or any material respect of the EHC Subsidiaries is a party or by which any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company them or any of their respective properties or assets is bound;
(iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to EHC, any EHC Subsidiary or any of their properties or assets;
(div) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien upon Encumbrance on any material assets asset of EHC or any EHC Subsidiary; or
(v) cause the suspension or revocation of any Group Companypermit, license, governmental authorization, consent or approval necessary for EHC or any of the EHC Subsidiaries to conduct its business as currently conducted, except in the case of clauses (ii), (iii), (iv) and (v) for violations, breaches, defaults, terminations, cancellations, accelerations, vestings, exercises, creations, impositions, suspensions or revocations that would not individually or in the aggregate have an EHC Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eastern Insurance Holdings, Inc.)
Consents and Approvals; No Violations. Assuming the truth and accuracy None of the representations and warranties of Parent and Amalgamation Sub set forth in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) or the Company Shareholder ApprovalOperating Partnership, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby Company Merger or thereby, subject to the receipt any of the other Transactions, the consummation by the Company Shareholder ApprovalOperating Partnership of the Partnership Merger or any of the other Transactions, or compliance by the Company or the Company Operating Partnership with any of the provisions of this Agreement will (a) contravene, conflict with or result in any breach of any provision of any Group Company’s the Company Governing Documents, the Company Operating Partnership Agreement or the comparable organizational or governing documents of any Significant Subsidiary, (b) require any filing by the Company or any Significant Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as set forth amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the MGCL or the MRULPA in Schedule 4.5connection with the Mergers, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Mergers, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the DLR Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of DLR Common Stock in the Mergers will be registered pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (v) compliance with any applicable requirements under the antitrust and competition laws of jurisdictions other than those of the United States (collectively, the “Foreign Antitrust Laws”), (vi) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Mergers, or (vii) such filings as may be required in connection with state and local transfer Taxes), (c) result in a modification, violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease, Company Lease or Company Material PermitTax Protection Agreement, (cd) assuming the making of all filings and notifications as may be required under the HSR Act and the Foreign Antitrust Laws and the receipt of all clearances, authorizations, approvals, consents and waiting period expirations or terminations as may be required under the HSR Act and the Foreign Antitrust Laws, violate in any material respect Order or Law applicable to the Company or any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Subsidiaries or any of their respective properties or properties, assets or operations, or (de) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation or imposition of any Lien upon on any material assets asset of the Company or any Group CompanyCompany Subsidiaries; except in each of clauses (b), (c), (d) or (e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Assuming (i) the truth filings required under applicable Brazilian antitrust or competition laws, the Competition Act and accuracy the HSR Act are made and the waiting period thereunder (if applicable) has been terminated or has expired, (ii) voluntary notification under Exon-Xxxxxx is made, (iii) the prior notification and reporting requirements of the representations European Antitrust Laws are met and warranties any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iv) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (v) the applicable requirements of the Securities Act and the Exchange Act are met, (vi) the applicable requirements under any applicable foreign or state securities or blue sky laws are met, (vii) the requirements under the Market Act, any regulations promulgated thereunder and the rules of the HSE, in respect of the listing of the Parent Ordinary Shares to be issued hereunder are met, (viii) the filing of the Certificate of Merger and Amalgamation Sub set forth other appropriate merger documents, if any, as required by the BCL, are made, (ix) in Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company case of this Agreement or and the Ancillary Documents Parent Stock Option Agreement the Parent Shareholder Approval is received, and (x) the requirements of any applicable state law relating to which such Group Company is a party or the transfer of contaminated property are met, the execution and delivery of this Agreement, the Stock Option Agreement and the Parent Stock Option Agreements by Parent and Merger Sub and the consummation by the Company Parent and the Founders Merger Sub of the transactions contemplated hereby do not and will not: (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (iA) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s violate or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of the Articles of Association of Parent or the Certificate of Incorporation or By-Laws of any Group Company’s Governing Documents, of its Subsidiaries; (bB) violate or conflict with any Laws or Orders of any Governmental Authority applicable to Parent or any of its Subsidiaries or by which either of their respective properties or assets may be bound; (C) except as set forth in Schedule 4.5Section 5.4 of the Parent Disclosure Letter, require any filing with, or permit, consent or approval of, or the giving of any notice to any Governmental Authority; or (D) except as set forth in Section 5.4 of the Parent Disclosure Letter, result in a violation or breach of, or cause accelerationconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Significant Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any material respect any Law, writ, injunction or decree of any Governmental Entity having jurisdiction over any Group Company Contracts which Parent or any of their respective its Significant Subsidiaries is a party, or by which any such Person or any of its properties or assets may be bound, excluding from the foregoing clauses (B), (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not reasonably be expected to, individually or (d) except as in the aggregate, have a Parent Material Adverse Effect or prevent, materially impair, or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group CompanyAgreement.
Appears in 1 contract
Consents and Approvals; No Violations. Assuming the truth and accuracy Except for (a) any applicable requirements of the representations Securities Act, the Exchange Act, the HSR Act and warranties any applicable filings under state securities, "Blue Sky" or takeover laws, (b) the filing and recordation of Parent the Certificate of Merger as required by the DGCL, (c) any required approvals of the VSCC and Amalgamation Sub set forth the public service commissions of any other states where NUI Holding conducts business, and FERC, (d) the filing of an exemption statement on Form U-3A-2 with the SEC pursuant to PUHCA, and (e) those required filings, registrations, consents and approvals listed on Exhibit 4.4 attached hereto (the matters referred to in Section 5.5clauses (c), (d) and (e) being collectively referred to as the "NUI Holding Required Consents"), no material notices to, filings filing or registration with, and no permit, authorization, consent or approval of, any public body or authority or any third party is necessary or required in connection with the execution and delivery of this Agreement by NUI Holding or for the consummation by NUI Holding of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or approvals of any Person or Governmental Entity are necessary for obtained, neither the execution, delivery or and performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or nor the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for NUI Holding will (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documentsthe Certificate of Incorporation or bylaws of NUI Holding, (bii) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, or otherwise result in any diminution of any of the rights of NUI Holding with respect to, any of the terms, conditions or provisions of any Company Material Contractnote, Material Company Real Property Lease bond, mortgage, indenture, license, Contract or Company Material Permit, other instrument or obligation to which NUI Holding is a party or by which it or any of its properties or assets may be bound or (ciii) violate in any material respect any Laworder, writ, injunction injunction, decree, statute, rule or decree of any Governmental Entity having jurisdiction over any Group Company regulation applicable to NUI Holding or any of their respective its properties or assets except, in the case of clauses (ii) or (diii) except as above, for violations, breaches or defaults that would not have a Material Adverse Effect on the NUI Holding Companies and that will not prevent or delay the consummation of the transactions contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any material assets of any Group Companyhereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Nui Corp /Nj/)