Default; Violations or Restrictions. The execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by IPS in connection with the Merger contemplated hereby will not (or with the giving of notice or the lapse of time or both would) result in the breach of any term or provision of the Articles of Incorporation or Bylaws of IPS or violate any provision of or result in the breach of, modification of, acceleration of the maturity of obligations under, or constitute a default, or give rise to any right of termination, cancellation, acceleration or otherwise be in conflict with or result in a loss of contractual benefits to IPS, under any law, Order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any Contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which IPS or the IPS Stockholders is a party or by which either of them may be bound, or require any consent, approval or notice under any law, rule or decree or any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or Encumbrance upon IPS’s Assets or interfere with or otherwise adversely affect the ability to carry on the Business of IPS after the Closing Date on substantially the same basis as it is now conducted by IPS.
Appears in 2 contracts
Samples: Merger Agreement (Blue Earth, Inc.), Merger Agreement (Blue Earth, Inc.)
Default; Violations or Restrictions. The execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by IPS the Corporation in connection with the Merger contemplated hereby will not (or with the giving of notice or the lapse of time or both would) result in the breach of any term or provision of the Articles Certificate of Incorporation or Bylaws by-laws of IPS the Corporation or violate any provision of or result in the breach of, modification of, acceleration of the maturity of obligations under, or constitute a default, or give rise to any right of termination, cancellation, acceleration or otherwise be in conflict with or result in a loss of contractual benefits to IPSthe Corporation, under any law, Orderorder, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any Contractcontract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which IPS the Corporation or the IPS Stockholders is a party or by which either of them may be bound, or require any consent, approval or notice under any law, rule or decree or any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or Encumbrance encumbrance upon IPSthe Corporation’s Assets assets or interfere with or otherwise adversely affect the ability to carry on the Business business of IPS the Corporation after the Closing Date on substantially the same basis as it is now conducted by IPSthe Corporation.
Appears in 1 contract
Samples: Merger Agreement (Blue Earth, Inc.)
Default; Violations or Restrictions. The execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by IPS the Company in connection with the Merger contemplated hereby will not (or with the giving of notice or the lapse of time or both would) result in the breach of any term or provision of the Articles Certificate of Incorporation or Bylaws by-laws of IPS the Company or violate any provision of or result in the breach of, modification of, acceleration of the maturity of obligations under, or constitute a default, or give rise to any right of termination, cancellation, acceleration or otherwise be in conflict with or result in a loss of contractual benefits to IPSthe Company, under any law, Orderorder, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any Contractcontract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which IPS the Company or the IPS Stockholders is a party or by which either of them may be bound, or require any consent, approval or notice under any law, rule or decree or any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or Encumbrance encumbrance upon IPSthe Company’s Assets assets or interfere with or otherwise adversely affect the ability to carry on the Business business of IPS the Company after the Closing Date on substantially the same basis as it is now conducted by IPSthe Company. Not withstanding the above, a former shareholder has a security interest in certain shares as disclosed herein.
Appears in 1 contract
Samples: Merger Agreement (Blue Earth, Inc.)
Default; Violations or Restrictions. The execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by IPS GXXX in connection with the Merger contemplated hereby will not (or with the giving of notice or the lapse of time or both would) result in the breach of any term or provision of the Articles of Incorporation or Bylaws of IPS GXXX or violate any provision of or result in the breach of, modification of, acceleration of the maturity of obligations under, or constitute a default, or give rise to any right of termination, cancellation, acceleration or otherwise be in conflict with or result in a loss of contractual benefits to IPSGXXX, under any law, Order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any Contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which IPS GXXX or the IPS GXXX Stockholders is a party or by which either of them may be bound, or require any consent, approval or notice under any law, rule or decree or any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or Encumbrance upon IPSGREG’s Assets assets or interfere with or otherwise adversely affect the ability to carry on the Business business of IPS GXXX after the Closing Date on substantially the same basis as it is now conducted by IPSGXXX.
Appears in 1 contract
Samples: Merger Agreement (Blue Earth, Inc.)
Default; Violations or Restrictions. The execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by IPS XXXX in connection with the Merger contemplated hereby will not (or with the giving of notice or the lapse of time or both would) result in the breach of any term or provision of the Articles of Incorporation or Bylaws of IPS XXXX or violate any provision of or result in the breach of, modification of, acceleration of the maturity of obligations under, or constitute a default, or give rise to any right of termination, cancellation, acceleration or otherwise be in conflict with or result in a loss of contractual benefits to IPSXXXX, under any law, Order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any Contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which IPS XXXX or the IPS XXXX Stockholders is a party or by which either of them may be bound, or require any consent, approval or notice under any law, rule or decree or any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or Encumbrance upon IPSGREG’s Assets assets or interfere with or otherwise adversely affect the ability to carry on the Business business of IPS XXXX after the Closing Date on substantially the same basis as it is now conducted by IPSXXXX.
Appears in 1 contract
Samples: Merger Agreement (Blue Earth, Inc.)
Default; Violations or Restrictions. The execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by IPS Shoom in connection with the Merger contemplated hereby will not (or with the giving of notice or the lapse of time or both would) result in the breach of any term or provision of the Articles of Incorporation or Bylaws By-laws of IPS Shoom or violate any provision of or result in the breach of, modification of, acceleration of the maturity of obligations under, or constitute a default, or give rise to any right of termination, cancellation, acceleration or otherwise be in conflict with or result in a loss of contractual benefits to IPSShoom, under any law, Orderorder, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any Contractcontract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which IPS or the IPS Stockholders Shoom is a party or by which either of them may be it is bound, or require any consent, approval or notice under any law, rule or decree or any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or Encumbrance encumbrance upon IPSShoom’s Assets assets or interfere with or otherwise adversely affect the ability to carry on the Business business of IPS Shoom after the Closing Date Effective Time on substantially the same basis as it is now conducted by IPSShoom.
Appears in 1 contract