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.
Appears in 5 contracts
Samples: Merger Agreement (Revelyst, Inc.), Merger Agreement (Outdoor Products Spinco Inc.), Agreement and Plan of Merger (Outdoor Products Spinco Inc.)
