Consents; No Violation, Etc. Except as set forth on Schedule 4.3, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not (i) violate any Governmental Rule applicable to Seller or the Purchased Assets, (ii) conflict with any provision of the articles of incorporation or bylaws of Seller, (iii) conflict with, result in a violation or breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a material breach or default) under, or result in the termination of, or accelerate the performance required under, any Assigned Contract or any other Contract set forth on Schedule 4.9, or (iv) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental Entity, except, with respect to the foregoing clauses (ii) and (iii), for such violations or conflicts which would not have a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunder or, with respect to the foregoing clause (iv), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or which, if not obtained or made, would not have a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunder.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Evoke Pharma Inc), Asset Purchase Agreement (Evoke Pharma Inc), Asset Purchase Agreement (Evoke Pharma Inc)
Consents; No Violation, Etc. Except as set forth on Schedule 4.3in the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not (i) violate any Governmental Rule applicable to Seller or the Purchased AssetsWorld, (ii) conflict with any provision of the articles certificate of incorporation or bylaws by-laws (or similar organizational document) of SellerSeller or World, (iii) conflict withwith any contract to which Seller or World is a party or by which it is otherwise bound, result in a violation or breach ofincluding, or constitute a default (or an event whichbut not limited to, with notice or lapse of time or both, would constitute a material breach or default) under, or result in the termination of, or accelerate the performance required under, any Assigned Contract Globalstar Contracts or any other Contract set forth on Schedule 4.9agreement related thereto, or (iv) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental Entity, other than the filing of a Form 8-K pursuant to the rules and regulations promulgated by the Securities and Exchange Commission, except, with respect to the foregoing clauses (iii) and (iii), for such violations or conflicts which would not have a Material Adverse Effect material adverse effect on the Purchased Assets or materially interfere with Seller’s or World’s performance of its obligations hereunder (a “Material Adverse Effect”) or, with respect to the foregoing clause (iv), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or which, if not obtained or made, would not have a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunderEffect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Great West Resources, Inc.), Asset Purchase Agreement (World Surveillance Group Inc.)