Consents; Non-Contravention. (a) Except for filings required by applicable federal and state securities Laws, and the requirement to obtain Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS of this Agreement or the Asset Acquisition, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries.
(b) Except as would not result in a WLS Material Adverse Effect, the execution, delivery and performance by WLS of this Agreement do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contract; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries under any Contract to which either WLS or the Subsidiaries is a party or by which WLS or the Subsidiaries or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries or indebtedness secured by any assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiaries; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this Agreement.
Consents; Non-Contravention. The execution, delivery, and performance by Seller and each Member of this Agreement and the Ancillary Documents to which Seller or any Member is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement, or other organizational documents of Seller or any Member; (b) conflict with or result in a violation or breach of any provision of any applicable Law or Governmental Order applicable to Seller or any Member; (c) require the consent, notice or other action by any Person under any Contract to which Seller or any Member is a party; or (d) result in the creation or imposition of any Encumbrance on any of the Purchased Assets. Except as set forth in Section 6.3 of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or any Member in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Transactions.
Consents; Non-Contravention. Except for filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and as set forth in Section 3.4 of the Disclosure Schedule, the Company is not required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Person in connection with the execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is, or at the Closing will be, a party or the consummation of the transactions contemplated herein and therein, except for any such notice, filing, authorization, consent, Order or approval the failure of which to make or obtain would not have a Material Adverse Effect. Neither the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which the Company is, or at the Closing will be, a party, nor the consummation of the transactions contemplated herein and therein: (a) will violate any provision of the Governing Documents of the Company; (b) will conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Material Contract, permit, indenture, mortgage, debenture, note or other instrument to which the Company or the Business is a party, subject or otherwise bound; (c) violate any applicable Law or Order to which the Company or any of the assets or businesses of the Company is subject or otherwise bound; or (d) will result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the Shares or any Business Assets, except, in the case of clauses (b), (c) and (d) above, for any such conflict, breach, default, event, loss, violation, creation or imposition as would not have a Material Adverse Effect.
Consents; Non-Contravention. Except for the filing of a notification and report form under the HSR Act and any other applicable Antitrust Laws and the expiration or termination of the applicable waiting periods thereunder, neither Purchaser nor Merger Sub is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Governmental Authority in connection with its execution and delivery of this Agreement and the other Transaction Documents or the consummation by it of the Transactions. Neither the execution, delivery and performance of this Agreement and the other Transaction Documents by Purchaser or Merger Sub, nor the consummation by it of the Transactions: (a) will violate any provision of the Governing Documents of Purchaser or Merger Sub, in any material respects, (b) will conflict with, result in a material breach of, or constitute a material default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Contract to which Purchaser or Merger Sub is a party, subject or otherwise bound, except in each case where such conflict, breach, default or event would not be material to Purchaser’s or Merger Sub’s ability to consummate the Transactions or to perform their respective obligations under this Agreement and the other Transaction Documents, or (c) will violate any material Law or material Order to which Purchaser or Merger Sub or any of Purchaser’s or Merger Sub’s assets or businesses is subject or otherwise bound.
Consents; Non-Contravention. (a) Except for the filing of the Articles of Merger with the Texas and New Jersey Secretaries of State and the Articles of Exchange with the Nevada Secretary of State, filings required by applicable federal and state securities laws, and the requirement to obtain Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by UCMC and the Shareholder of this Agreement or the Articles Merger or Articles of Exchange, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by PSMI following the Effective Time of the business currently conducted by UCMC.
(b) Except as would not result in or cause a UCMC Material Adverse Effect, the execution, delivery and performance by UCMC of this Agreement, the NJ Articles of Merger and the NV Articles of Merger do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any material Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of UCMC under any material Contract to which UCMC is a party or by which UCMC or any of its assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of UCMC or indebtedness secured by UCMC’s assets or properties; (v) violate or conflict with any provision of the Articles of Incorporation or Bylaws of UCMC; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of UCMC except as provided for in this Agreement.
Consents; Non-Contravention. (a) Except for the filing of a notification and report form under the HSR Act and any other applicable Antitrust Laws and the expiration or termination of the applicable waiting periods thereunder, and the filing of the Certificate of Merger, neither of the Target Companies is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Governmental Authority in connection with the execution and delivery by the Company of this Agreement and the other Transaction Documents or the consummation of the Transactions.
(b) Neither the execution, delivery and performance of this Agreement and the other Transaction Documents, nor the consummation of the Transactions does or will: (a) violate any provision of the Governing Documents of any Target Company; (b) except as set forth in Section 3.4(b) of the Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a material breach of, or constitute a material default (whether with or without notice or lapse of time, or both) or an Occurrence that would constitute a default (whether with or without notice or lapse of time, or both), or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which any Target Company is a party or any Permit affecting the Target Companies or their respective properties or assets; (c) violate any Law or Order to which any Target Company or any of the assets or businesses of the Target Companies is subject or otherwise bound; or (d) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the assets or businesses of the Target Companies.
Consents; Non-Contravention. No consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any governmental authority on the part of the Purchaser is required that has not been obtained by the Purchaser in connection with the valid execution, delivery and performance of this Agreement, and the purchase of the Purchased Shares hereunder, legally enforceable against the Purchaser in accordance with his respective terms, subject to (i) judicial principles respecting election of remedies or limiting the availability of specific performance, injunctive relief or other equitable remedies, (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights; and (iii) public policy concerns (including, without limitation, the ability of a court to refuse to enforce unconscionable covenants and similar provisions). Neither the execution, delivery and performance by the Purchaser of this Agreement or any ancillary document thereto, nor compliance by the Purchaser with the terms and provisions hereof or thereof, shall conflict with, or result in a breach, violation or default (or event which with the giving of notice or lapse of time, or both, would become a default) of, any of the terms, conditions and provisions of: (i) any judgment, order, injunction, decree, or ruling of any court or governmental authority, domestic or foreign to which the Purchaser is party or by which it is bound, (ii) any agreement, contract, lease, license or commitment to which the Purchaser is a party or by which it is bound, or to which any of its properties is subject, or (iii) applicable law, statute, ordinance, or regulation.
Consents; Non-Contravention. (a) Except for the filing of the Articles of Exchange with the Nevada Secretary of State and filings required by applicable federal and state securities laws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by MXX and Shareholder of this Agreement or the Articles Exchange, or the consummation of the transactions contemplated hereby or thereby.
(b) Except as would not result in or cause a Material Adverse Effect, the execution, delivery and performance by MXX and Shareholder of this Agreement and the Articles of Exchange does not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any material Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of MEI or Shareholder under any material Contract to which MEI or Shareholder is a party or by which MEI, Shareholder, or any of their assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of MEI, Shareholder, or indebtedness secured by such entity’s assets or properties; (v) violate or conflict with any provision of the Articles of Association or Bylaws of MEI; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of MEI, except as provided for in this Agreement.
Consents; Non-Contravention. (a) Except as set forth on Schedule 4.2, no consent, approval, authorization, exemption or waiver of, or notice or filing with, any Person is required to be obtained, given or made, as applicable, by the Company in connection with the execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is a party, or to consummate the transactions contemplated hereby and thereby.
(b) Except as set forth on Schedule 4.2, the execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party or by which it is bound and the consummation by the Company of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with or violate any Legal Requirement to which the Company is subject; (ii) contravene, conflict with or violate any Order applicable to the Company; (iii) contravene, conflict with or violate any provision of the Governing Documents of the Company; (iv) contravene, conflict with, violate, result in a breach of, constitute a default under, result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Contract to which the Company is a party or (v) result in the creation or imposition of any Encumbrance (except the Permitted Encumbrances) upon any of the Purchased Assets or give to any other Person any interests or rights therein, other than any of the foregoing events that would not reasonably be expected to adversely affect (A) the validity or enforceability of this Agreement or any Ancillary Agreement or (B) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.
Consents; Non-Contravention. (a) Except for the approval of the shareholders of Rennova and filings required by applicable federal and state securities laws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, that has not been provided at closing, is necessary in connection with the execution, delivery and performance by Rennova or RCHI of this Agreement or the consummation of the transactions contemplated hereby or thereby.
(b) The execution, delivery and performance by Xxxxxxx and RCHI of this Agreement do not and will not (A) violate any Law or the articles of incorporation or bylaws of Rennova or RCHI, or (B) except as would not result in a Rennova Material Adverse Effect; (i) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any material Contract or Permit; (ii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of Rennova or RCHI under any material Contract to which Rennova or RCHI is a party or by which Rennova or RCHI or any of their assets or properties are bound; (iii) permit the acceleration of the maturity of any indebtedness of Rennova or RCHI or indebtedness secured by such entity’s assets or properties; or (iv) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of Rennova or RCHI, except as provided for in this Agreement.
