Common use of Governmental Consents; No Violation Clause in Contracts

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with the HSR Act and any other requisite clearances or approvals under any other applicable requirements of other Antitrust Laws, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Purchaser of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not have or reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside Date. (b) The execution and delivery by Purchaser of this Agreement, and the execution and delivery by Purchaser of each other Transaction Document to which it is or will be a party does not, and the consummation of the Transactions and compliance with the provisions hereof by Purchaser will not, (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any Contract binding upon Purchaser or any of its Subsidiaries or to which any of them is a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Purchaser or any of its Subsidiaries, other than Permitted Liens, (ii) conflict with or result in any violation of any provision of (A) Purchaser’s Organizational Documents or (B) the organizational documents of any Subsidiary of Purchaser or (iii) conflict with or violate any Laws applicable to Purchaser or any Subsidiary of Purchaser or any of their respective properties, rights or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside Date.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with the HSR Act (i) applicable securities Laws and (ii) any other requisite clearances or approvals under any other applicable requirements of other Antitrust LawsLaws (including requirements in respect of any voluntary filings), no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or requirednecessary, under applicable Law, for the consummation by Purchaser of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not have or reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside DateMaterial Adverse Effect. (b) The execution and delivery by Purchaser of this Agreement, and the execution and delivery by Purchaser of each other Transaction Document to which it is or will be a party does Agreement do not, and and, except as described in Section 3.3(a), the consummation of the Transactions and compliance with the provisions hereof by Purchaser will not, (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any Contract material contract, indenture, promissory note, credit facility, mortgage, pledge, security agreement binding upon Purchaser or any of its Subsidiaries or to which any of them is a party or by which or to which any of their respective properties, rights or assets are bound or subject, Purchaser Subsidiary or result in the creation of any Lien upon any of the properties, rights or assets of Purchaser or any of its SubsidiariesPurchaser Subsidiary, other than Permitted Liens, (ii) conflict with or result in any violation of any provision of (A) the memorandum of association and bye-laws of Purchaser’s Organizational Documents or (B) , as amended up to the organizational documents of any Subsidiary of Purchaser date hereof or (iii) conflict with or violate any Laws applicable to Purchaser or any Purchaser’s Subsidiary of Purchaser or any of their respective properties, rights properties or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside DateMaterial Adverse Effect.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL and the CBCA, (ii) the filing with the SEC and the Canadian Securities Administrators of the Joint Proxy Statement and the filing with the SEC of the Form S-4 and any amendments or supplements thereto and declaration of effectiveness of the Form S-4 by the SEC, (iii) the Securities Act, the Exchange Act and other applicable state, provincial or federal securities, takeover and “blue sky” laws, (iv) the HSR Act and any other requisite clearances or approvals under any other applicable requirements of other Antitrust LawsLaws and (v) any applicable requirements of the NYSE or the TSX, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Purchaser Parent and Merger Sub of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not have or reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside DateParent Material Adverse Effect. (b) The execution and delivery by Purchaser Parent and Merger Sub of this Agreement, and the execution and delivery by Purchaser of each other Transaction Document to which it is or will be a party does Agreement do not, and and, except as described in Section 4.4(a), the consummation of the Transactions and compliance with the provisions hereof by Purchaser will not, not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any Parent Material Contract binding upon Purchaser Parent or any of its Subsidiaries or to which any of them is a party Parent Subsidiary or by which or to which any of their respective properties, rights or assets are bound or subject, subject to or result in the creation of any Lien upon any of the properties, rights or assets of Purchaser Parent or any of its SubsidiariesParent Subsidiary, other than Permitted Liens, (ii) conflict with or result in any violation of any provision of (A) Purchaser’s Organizational the Parent Governing Documents or (B) the organizational documents of any Parent Subsidiary of Purchaser Governing Documents or (iii) conflict with or violate result in the violation or breach of any Laws applicable to Purchaser Parent or any Parent Subsidiary of Purchaser or any of their respective properties, rights or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and that would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside DateParent Material Adverse Effect.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the BVI Act and (ii) the HSR Act and any other requisite authorizations, consents, orders, licenses, permits, restrictions, declarations, notices, filings, clearances or approvals under any other applicable requirements of other Antitrust Regulatory Laws, and subject to the accuracy of the Company’s representations and warranties set forth in this Agreement, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Purchaser Parent and Merger Sub of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not have prevent or reasonably be expected to have, individually or in the aggregate, a material adverse effect on materially impair the ability of Purchaser Parent or Merger Sub to consummate the Transactions Transactions, including the Merger, prior to the Outside Date. (b) The execution and delivery by Purchaser Parent and Merger Sub of this Agreement, and the execution and delivery by Purchaser of each other Transaction Document to which it is or will be a party does Agreement do not, and, except as described in Section 4.3(a), the performance and the consummation of the Transactions and compliance with the provisions hereof by Purchaser will not, not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation, first offer, first refusal cancellation or acceleration of any obligation or to the loss of a benefit under under, any Contract binding upon Purchaser Parent or any of its Subsidiaries Parent Subsidiary or to which any of them is are a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Purchaser Parent or any of its SubsidiariesParent Subsidiary, other than Permitted Liens, (ii) conflict with or result in any violation of any provision of (A) Purchaser’s Organizational the Parent Governing Documents or (B) the organizational or governing documents of any Parent Subsidiary of Purchaser or (iii) conflict with or violate any Laws applicable to Purchaser Parent or any Parent Subsidiary of Purchaser or any of their respective properties, rights or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that has not had prevented or materially impaired and would not reasonably be expected to have, individually prevent or in the aggregate, a material adverse effect on materially impair the ability of Purchaser Parent or Merger Sub to consummate the Transactions Transactions, including the Merger, prior to the Outside Date.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act and Act, (v) any other requisite clearances or approvals under any other applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of NASDAQ and the Parent Stock Exchange, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or requirednecessary, under applicable Law, for the consummation by Purchaser Parent and Acquisition Sub of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not have or reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside DateParent Material Adverse Effect. (b) The execution and delivery by Purchaser Parent and Acquisition Sub of this Agreement, and the execution and delivery by Purchaser of each other Transaction Document to which it is or will be a party does Agreement do not, and and, except as described in Section 5.3(a), the consummation of the Transactions and compliance with the provisions hereof by Purchaser will not, not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation, first offer, first refusal cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract material Contract, loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Purchaser Parent or any of its Subsidiaries or to which any of them is a party or by which or to which any of their respective properties, rights or assets are bound or subject, Parent Subsidiary or result in the creation of any Lien upon any of the properties, rights or assets of Purchaser Parent or any of its SubsidiariesParent Subsidiary, other than Permitted Liens, (ii) conflict with or result in any violation of any provision of (A) Purchaser’s Organizational the Parent Governing Documents or (B) the organizational documents of any Subsidiary of Purchaser or (iii) conflict with or violate any Laws applicable to Purchaser Parent or any Subsidiary of Purchaser Parent Subsidiaries or any of their respective properties, rights properties or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside DateParent Material Adverse Effect.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger as required by the DGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act and any other requisite clearances or approvals under applicable Antitrust Laws, and (v) any other applicable requirements of other Antitrust LawsNASDAQ, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or requirednecessary, under applicable Law, for the consummation by Purchaser Parent and Merger Sub of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, has not had and would not have or reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside DateParent Material Adverse Effect. (b) The execution execution, delivery and delivery performance by Purchaser Parent and Merger Sub of this Agreement, and the execution and delivery by Purchaser of each other Transaction Document to which it is or will be a party does Agreement do not, and and, except as described in Section 5.3(a), the consummation of the Transactions and compliance with the provisions hereof by Purchaser will not, not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation, first offer, first refusal cancellation or acceleration of any obligation or to the loss of a benefit under any Contract material Contract, loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Purchaser Parent or any of its Subsidiaries or to which any of them is a party or by which or to which any of their respective properties, rights or assets are bound or subject, Merger Sub or result in the creation of any Lien upon any of the properties, rights or assets of Purchaser Parent or any of its SubsidiariesMerger Sub, other than Permitted Liens, (ii) conflict with or result in any violation of any provision of the charter and bylaws of Parent and of the Merger Sub in effect as of the date hereof (Athe “Parent Governing Documents”) Purchaser’s Organizational Documents or (B) the organizational documents of any Subsidiary of Purchaser or (iii) conflict with or violate any Laws applicable to Purchaser Parent or any Subsidiary of Purchaser Merger Sub or any of their respective properties, rights properties or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the Transactions prior to the Outside DateParent Material Adverse Effect.