Common use of Consents; Non-Contravention Clause in Contracts

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.

Appears in 1 contract

Samples: Stock Exchange Agreement (Foxo Technologies Inc.)

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Consents; Non-Contravention. (a) Except for the approval of the shareholders of Rennova and filings required by applicable federal and state securities lawslaws and approval from the NYSE MKT of issuance of the FOXO Shares, 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 FOXO of this Agreement or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by FOXO following Closing Date of the business currently conducted by FOXO. (b) The execution, delivery and performance by Xxxxxxx and RCHI FOXO of this Agreement do does not and will not (A) violate any Law or the articles of incorporation or bylaws of Rennova or RCHI, FOXO or (B) except as would not result in or cause a Rennova FOXO 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 FOXO under any material Contract to which Rennova or RCHI FOXO is a party or by which Rennova or RCHI FOXO or any of their its assets or properties are bound; (iii) permit the acceleration of the maturity of any indebtedness of Rennova or RCHI FOXO or indebtedness secured by such entityXXXX’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 AgreementFOXO.

Appears in 1 contract

Samples: Stock Exchange Agreement (Foxo Technologies Inc.)

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 Rxxxxxx 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.

Appears in 1 contract

Samples: Stock Exchange Agreement (Rennova Health, Inc.)

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Consents; Non-Contravention. (a) Except for the approval of the shareholders of Rennova and filings required by applicable federal and state securities lawslaws and approval from the NYSE MKT of issuance of the FOXO Shares, 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 FOXO of this Agreement or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by FOXO following Closing Date of the business currently conducted by FOXO. (b) The execution, delivery and performance by Xxxxxxx and RCHI FOXO of this Agreement do does not and will not (A) violate any Law or the articles of incorporation or bylaws of Rennova or RCHI, FOXO or (B) except as would not result in or cause a Rennova FOXO 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 FOXO under any material Contract to which Rennova or RCHI FOXO is a party or by which Rennova or RCHI FOXO or any of their its assets or properties are bound; (iii) permit the acceleration of the maturity of any indebtedness of Rennova or RCHI FOXO or indebtedness secured by such entityFXXX’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 AgreementFOXO.

Appears in 1 contract

Samples: Stock Exchange Agreement (Rennova Health, Inc.)

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