No Approvals; No Conflicts Sample Clauses
No Approvals; No Conflicts. (a) Other than as set forth on Section 2.7 of the Company Disclosure Schedule, the execution and delivery by the Company and Shareholder of each Transaction Document does not and the consummation of the transactions contemplated by the Transaction Documents and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of the Company to own or use any assets required for the conduct of its business or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon the Company or the Shareholder (for the benefit of the Company with respect to the operation of the Company’s business) by which or to which any of its properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any properties or assets of the Company, (ii) conflict with or result in any violation of any provision of the Governing Documents of the Company or Shareholder, or (iii) conflict with or violate any applicable Laws to which the Company or Shareholder is subject, except, in the case of clauses (i) and (iii), as would not, individually or in the aggregate, reasonably be expected to be material to the Company or prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by the Transaction Documents.
(b) The execution, delivery and performance by the Company or Shareholder of each Transaction Document to which the Company or Shareholder is a party and the consummation of the transactions contemplated thereby, do not and will not require any consent, approval, authorization or permit of, action by, filing by the Company or Shareholder with or notification by the Company or Shareholder to, any Governmental Body, except for (i) the Investment Canada Approval and (ii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to be material to the Company or prevent or materially impede, interfere ...
No Approvals; No Conflicts. The execution, delivery and performance by IntelliPrep and the Principals of this Agreement and the other Operative Documents to which IntelliPrep or any of the Principals is a party and the consummation of the transactions contemplated hereby and thereby, the effectiveness of the Merger and the performance by IntelliPrep or the Principals of their obligations pursuant to this Agreement and the other Operative Documents to which any of them is a party, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to IntelliPrep or the Principals, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except for (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State, and (iii) the approval by the stockholders of IntelliPrep of the transactions contemplated hereby, as provided under Delaware Law and the Certificate of Incorporation and Bylaws of Intelliprep, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any material agreement, lease, note or other restriction, encumbrance, obligation or liability to which IntelliPrep or any Principal is a party or by which IntelliPrep or any Principal is bound or to which any assets of IntelliPrep are subject, (d) result in the creation of any Encumbrance upon any material assets of IntelliPrep or the IntelliPrep Common Stock held by the Principals or, to the knowledge of IntelliPrep and the Principals, upon any other outstanding shares or other securities of Intelliprep, (e) conflict with or result in a breach of or constitute a default under any provision of the Certificate of Incorporation or Bylaws of Intelliprep, or (f) invalidate or adversely affect any permit, license or authorization currently material to the conduct of the business of Intelliprep.
No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby, and the forward merger of the Company with and into Merger Sub (if structured as such) will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of law or any judgment, decree, order, regulation or rule of any Governmental Body applicable to the Company, (b) other than the filing of the Certificate of Merger, require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Governmental Body, (c) require any consent, approval or authorization of, or notice to, any Person pursuant to any Contract or result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify or cancel, any Encumbrance, Contract, obligation or liability to which the Company is a party or by which it is bound or to which any material assets of the Company are subject, (d) result in the creation of any Encumbrance on any material assets of the Company, (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation or the Company Bylaws, or (f) invalidate or adversely affect any permit, license or authorization that is material to the conduct of the Company’s business.
No Approvals; No Conflicts. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other Operative Documents to which Parent and Merger Sub is or will be a party, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of law or any judgment, decree, order, regulation or rule of any Governmental Body applicable to Parent and Merger Sub, (b) other than the Certificate of Merger, require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person, or (d) conflict with or result in a breach of or constitute a default under any provision of the governing documents of Parent and Merger Sub.
No Approvals; No Conflicts. The execution, delivery and performance by the Company and each Shareholder of this Agreement and the other Operative Documents to which the Company or any Shareholder is a party and the consummation of the transactions contemplated hereby and thereby and the performance by the Company and each Shareholder of its or his obligations pursuant to this Agreement and the other Operative Documents to which it or he is a party, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company or any Shareholder; (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"); (c) except as would not ------ have a material adverse effect on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or other) or prospects of the Company (a "Company Material Adverse Effect"), result in a ------------------------------- default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject; (d) result in the creation of any Encumbrance (as defined below) upon any material assets of the Company or, to the knowledge of the Company or any Voting Shareholder, upon any outstanding Shares; (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or other constituting documents of the Company; or (f) invalidate or adversely affect any permit, license or authorization currently material to the conduct of the business of the Company.
No Approvals; No Conflicts. The execution, delivery and performance by Acquiror and Merger Sub, as applicable, of this Agreement and the other Operative Documents to which it is or is to become a party, the consummation by them of the Contemplated Transactions, the effectiveness of the Merger and the performance by Acquiror and Merger Sub of their respective obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law or any Order applicable to Acquiror or Merger Sub; (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, except (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary and (ii) any required submissions under the HSR Act that the Company or Acquiror determines must be made, in each case, with respect to the Merger and the other contemplated transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under any material agreement to which Acquiror or any of its Subsidiaries is a party or by which it is bound or to which any Assets of Acquiror or any of its Subsidiaries are subject; or (d) conflict with or result in a breach of or constitute a default under any provision of the Certificate of Incorporation, as amended, or Bylaws of Acquiror or the Certificate of Incorporation or Bylaws of Merger Sub.
No Approvals; No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not (with or without the giving of notice or lapse of time, or both) (a) constitute a violation of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, regulatory body or governmental agency, except for the filing of notices of the sale of the Notes pursuant to Regulation D promulgated under the Act and applicable state securities laws, which filings will be effected within fifteen days of the Initial Closing, and, if necessary, any Subsequent Closing, (c) require any consent or approval under, or result in any default under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or Bylaws of the Company or (e) result in the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.
No Approvals; No Conflicts. The execution, delivery, and performance by each of Seller and Seller Parent of this Agreement and the other Operative Documents to which Seller or Seller Parent, as applicable, is (or will be) a party and the consummation by Seller and Seller Parent of the Transactions do not and will not (a) conflict with or result in a breach of or constitute a default under any provision of the governing documents of Seller or any Subsidiary of Seller, (b) violate (with or without the giving of notice or lapse of time, or both) Applicable Law, (c) require any filing with, consent, approval, or authorization of, notification or other submission to, or confirmation or clearance from, any Person, other than the Stockholder Approval, (d) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify, or cancel, any Encumbrance (other than Permitted Encumbrances of the nature described in subclauses (a) – (c) of the definition thereof), Contract, obligation, or Liability to which Seller or any Subsidiary of Seller is a party or by which it is bound or to which any assets of Seller (including the Purchased Assets) or any Subsidiary of Seller are subject, (e) result in the creation of any Encumbrance (other than Permitted Encumbrances of the nature described in subclauses (a) – (c) of the definition thereof) on any Purchased Assets or any Subsidiary of Seller, (f) invalidate or adversely affect any Seller Permit, or (g) impair the right of a Buyer Entity after the Closing to Exploit any Seller-Owned IP purchased by such Buyer Entity at the Closing or any other Seller IP (i.e., Seller IP that is not Seller-Owned IP) assumed by such Buyer Entity at the Closing.
No Approvals; No Conflicts. The execution, delivery, and performance by Buyer of this Agreement and the other Operative Documents to which Buyer is (or will be) a party and the consummation by Buyer of the Transactions do not and will not (a) violate (with or without the giving of notice or lapse of time, or both) Applicable Law, (b) require any filing with, consent, approval, or authorization of, notification or other submission to, or confirmation or clearance from, any Person, other than such information submission as may be required to be made by Buyer in connection with the Transactions under the DMA, or (c) conflict with or result in a breach of or constitute a default under any provision of the governing documents of Buyer.
No Approvals; No Conflicts. The execution, delivery, and performance by each of Parent and Merger Sub of this Agreement and the other Operative Documents to which Parent or Merger Sub is (or will be) a party and the consummation by each of Parent and Merger Sub of the Transactions do not and will not (a) violate (with or without the giving of notice or lapse of time, or both) Applicable Law, (b) require any consent, approval or authorization of, declaration, filing, or registration with, or notice to, any Person, other than the filing of the Certificate of Merger, the filing of a Notice of Continuation Out of the Virgin Islands together with supporting documents with the Registrar and receipt by the Parent a Certificate of Discontinuance from the Registrar, or (c) conflict with or result in a breach of or constitute a default under any provision of the governing documents of Parent or Merger Sub.