Common use of Consents and Requisite Government Approvals; No Violations Clause in Contracts

Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in ‎Section 3.5 (and assuming all Consents referred to in such Sections (or required to be disclosed in the corresponding sections of the Company Schedules) are made or obtained), no Consent of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement or the Ancillary Documents to which such 7GC Party is or will be a party or bound, or the consummation by such 7GC Party of the transactions contemplated hereby and thereby, except for (a) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the 7GC Stockholder Approval, (d) the filings, notices or other actions contemplated by ‎Section 5.15 or (e) those the failure of which to obtain or make would not have, or be reasonably expected to have, a 7GC Material Adverse Effect. Neither the execution, delivery and performance by such 7GC Party of this Agreement nor the Ancillary Documents to which such 7GC Party is or will be a party nor the consummation by such 7GC Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of the Governing Documents of such 7GC Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which such 7GC Party is a party or by which any such 7GC Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such 7GC Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of such 7GC Party, except in the case of clauses (ii) though (iv) above, as would not have, or be reasonably expected to have, a 7GC Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (7GC & Co. Holdings Inc.)

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Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in ‎Section Section 3.5 (and assuming all Consents referred to in such Sections sections (or required to be disclosed in the corresponding sections of the Company Schedules) are made or obtained), no Consent of any Governmental Entity is necessary for in connection with the execution, delivery or performance of this Agreement or the Ancillary Documents to which such 7GC Rotor Party is or will be a party or bound, or the consummation by such 7GC Rotor Party of the transactions contemplated hereby and thereby, except for (a) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the 7GC Rotor Stockholder Approval, or (d) the filings, notices or other actions contemplated by ‎Section 5.15 or (e) those the failure of which to obtain or make would not have, or be reasonably expected to have, have a 7GC Rotor Material Adverse Effect. Neither the execution, delivery and performance by such 7GC Rotor Party of this Agreement nor the Ancillary Documents to which such 7GC Rotor Party is or will be a party nor the consummation by such 7GC Rotor Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of the Governing Documents of such 7GC Rotor Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellationConsent, cancelation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which such 7GC Rotor Party is a party or by which any such 7GC Rotor Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such 7GC Rotor Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of such 7GC Rotor Party, except in the case of clauses (ii) though (iv) above, as would not have, or be reasonably expected to have, have a 7GC Rotor Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rotor Acquisition Corp.)

Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in ‎Section Section 3.5 (and assuming all Consents referred to in such Sections sections (or required to be disclosed in the corresponding sections of the Company Schedules) are made or obtained), no Consent of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement or the Ancillary Documents to which such 7GC STPC Party is or will be a party or bound, or the consummation by such 7GC STPC Party of the transactions contemplated hereby and thereby, except for (a) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the 7GC Stockholder STPC Shareholder Approval, (d) the filings, notices or other actions contemplated by ‎Section 5.15 Section 5.14 or (e) those the failure of which to obtain or make would not have, or be reasonably expected to have, a 7GC STPC Material Adverse Effect. Neither the execution, delivery and performance by such 7GC STPC Party of this Agreement nor the Ancillary Documents to which such 7GC STPC Party is or will be a party nor the consummation by such 7GC STPC Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of the Governing Documents of such 7GC STPC Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which such 7GC STPC Party is a party or by which any such 7GC STPC Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such 7GC STPC Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the (x) assets or properties (other than any Permitted Liens) of such 7GC PartySTPC Party or (y) the STPC Common Shares issued as part of the Total Merger Consideration hereunder, except in the case of clauses (ii) though and (iviv)(x) above, as would not have, or be reasonably expected to have, a 7GC STPC Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Star Peak Corp II)

Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in ‎Section Section 3.5 (and assuming all Consents referred to in such Sections sections (or required to be disclosed in the corresponding sections of the Company Schedules) are made or obtained), no Consent of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement or the Ancillary Documents to which such 7GC STPK Party is or will be a party or bound, or the consummation by such 7GC STPK Party of the transactions contemplated hereby and thereby, except for (a) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the 7GC Stockholder STPK Shareholder Approval, (d) the filings, notices or other actions contemplated by ‎Section 5.15 Section 5.14 or (e) those the failure of which to obtain or make would not have, or be reasonably expected to have, a 7GC STPK Material Adverse Effect. Neither the execution, delivery and performance by such 7GC STPK Party of this Agreement nor the Ancillary Documents to which such 7GC STPK Party is or will be a party nor the consummation by such 7GC STPK Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of the Governing Documents of such 7GC STPK Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which such 7GC STPK Party is a party or by which any such 7GC STPK Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such 7GC STPK Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the (x) assets or properties (other than any Permitted Liens) of such 7GC PartySTPK Party or (y) the STPK Common Shares issued as part of the Total Merger Consideration hereunder, except in the case of clauses (ii) though and (iviv)(x) above, as would not have, or be reasonably expected to have, a 7GC STPK Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Star Peak Energy Transition Corp.)

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Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in ‎Section Section 3.5 (and assuming all Consents referred to in such Sections (or required to be disclosed in the corresponding sections of the Company Disclosure Schedules) are made or obtained), no Consent of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement or the Ancillary Documents to which such 7GC Party PTIC II is or will be a party or bound, or the consummation by such 7GC Party PTIC II of the transactions contemplated hereby and thereby, except for (a) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the 7GC Stockholder PTIC II Shareholder Approval, (d) the filings, notices or other actions contemplated by ‎Section 5.15 Section 5.11 or (e) those the failure of which to obtain or make would not have, or be reasonably expected to have, a 7GC PTIC II Material Adverse Effect. Neither the execution, delivery and performance by such 7GC Party PTIC II of this Agreement nor the Ancillary Documents to which such 7GC Party PTIC II is or will be a party nor the consummation by such 7GC Party PTIC II of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) will (i) conflict with or result in any breach of any provision of the Governing Documents of such 7GC PartyPTIC II, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which such 7GC Party PTIC II is a party or by which any such 7GC Party PTIC II or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such 7GC Party PTIC II or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of such 7GC PartyPTIC II, except in the case of clauses (ii) though (iv) above, as would not have, or be reasonably expected to have, a 7GC PTIC II Material Adverse Effect.

Appears in 1 contract

Samples: Business Combination Agreement (Proptech Investment Corp. Ii)

Consents and Requisite Government Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in ‎Section Section 3.5 (and assuming all Consents referred to in such Sections (or required to be disclosed in the corresponding sections of the Company Schedules) are made or obtained), no Consent of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement or the Ancillary Documents to which such 7GC PTAC Party is or will be a party or bound, or the consummation by such 7GC PTAC Party of the transactions contemplated hereby and thereby, except for (a) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the 7GC Stockholder PTAC Shareholder Approval, (d) the filings, notices or other actions contemplated by ‎Section Section 5.15 or (e) those the failure of which to obtain or make would not have, or be reasonably expected to have, a 7GC PTAC Material Adverse Effect. Neither the execution, delivery and performance by such 7GC PTAC Party of this Agreement nor the Ancillary Documents to which such 7GC PTAC Party is or will be a party nor the consummation by such 7GC PTAC Party of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of the Governing Documents of such 7GC PTAC Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which such 7GC PTAC Party is a party or by which any such 7GC PTAC Party or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such 7GC PTAC Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of such 7GC PTAC Party, except in the case of clauses (ii) though (iv) above, as would not have, or be reasonably expected to have, a 7GC PTAC Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PropTech Acquisition Corp)

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