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 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 the Company of this Agreement and the other Operative Documents to which the Company is a party, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it 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, (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 Washington Secretary of State and California Secretary of State, and (iii) the approval by the shareholders of the transactions contemplated hereby, as provided under California Law and the Articles of Incorporation and Bylaws of the Company, (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 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 in Section 2.9(d)) upon any material assets of the Company or, to the knowledge of the Company, upon any outstanding shares or other securities of the Company, (e) 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 (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 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. (a) Except as set forth on Schedule 2.6(a) to the Disclosure Memorandum, the execution, delivery and performance of this Agreement and the other Operative Documents by the Company and the consummation of the transactions contemplated hereby and thereby will not (i) 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, (ii) 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 compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company at or prior to the Closing), (iii) result in a default (with or without the giving of notice or lapse of time, or both) 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, (iv) result in the creation of any lien or encumbrance upon the assets of the Company or upon any Outstanding Shares or other securities of the Company, (v) conflict with or result in a breach of or -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Page 8 16 constitute a default under any provision of the Articles of Organization or Bylaws of the Company, or (vi) invalidate or adversely affect any governmental permit, license, authorization or status used in the conduct of the business of the Company.
(b) Except as set forth on Schedule 2.6(b) to the Disclosure Memorandum, the execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby will not (i) constitute a violation by such Shareholder (with or without the giving of notice or lapse of time, or both) of any provisions of law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to such ...
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 by the Company of this Agreement and the other Operative Documents to which the Company is a party and the consummation 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 any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company, except for such violations which would not, both individually and in the aggregate, have a Company Adverse Material Effect, (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 (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State, (iii) the approval by the Stockholders of the transactions contemplated hereby, as provided under Delaware Law and the Certificate of Incorporation and Bylaws of the Company, (iv) the notification requirements of the HSR Act, and (v) such consents, approvals, authorizations, declarations, filings and registrations the failure of which to obtain or effect would not, both individually and in the aggregate, have a Company Material Adverse Effect, (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 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, except for such defaults, accelerations, terminations, or creations of such rights which would not, both individually and in the aggregate, have a Company Material Adverse Effect, (d) result in the creation of any Encumbrance (as defined in Section 2.9(d)) upon any material assets of the Company or, to the knowledge of the Company, upon any outstanding shares or other securities of the Company, (e) conflict with or result in a breach of or constitute a default under any provision of the Certificate of Incorporation or Bylaws of the Company, or (f) invalidate or adversely affect any permit, license or authorization currently material to the co...
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.
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 of the transactions contemplated hereby and thereby, the effectiveness of the Merger will not, except as set forth in Section 2.5 of the Schedule of Exceptions, (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any statute, regulation, rule or other provision of law or any judgment, decree, order or other requirement 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, 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 Oregon Secretary of State, and (iii) the approval by the shareholders of the Company of the merger transaction contemplated hereby as required by Oregon law, (c) constitute a breach of or conflict with 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 party of the right to accelerate, terminate, modify or cancel, any material 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 in Section 2.9(d)) upon any material assets of the Company or, to the knowledge of the Company, upon any outstanding shares or other securities of the Company, (e) 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 (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 and delivery by Buyer of this Agreement and the other Transaction Documents to which it is a party do not, and the performance by Buyer of its obligations under this Agreement and the other Transaction Documents to which it is a party and the consummation of the Transactions will not: (i) subject to the receipt of any required consent, approval or authorization of any Governmental Body or the termination or expiration of any waiting period under applicable law constitute a violation (with or without the giving of notice or lapse of time, or both) of any law or any Judgment applicable to Buyer; (ii) violate, conflict with, result in any breach of, or result in a default (with or without the giving of notice or lapse of time, or both) under, or create in any Person the right to accelerate, terminate, modify or cancel (or automatically do any of the foregoing) any Contract to which Buyer is a party or by which it is bound or to which any of its assets are subject; (iii) conflict with or result in a breach of or constitute a default under any provision of its governing documents, except in the case of clause (ii) above to the extent such violations, conflicts, breaches, defaults or other matters would not reasonably be expected to prevent or prohibit Buyer from performing its obligations under, and completing the transactions contemplated by, the Transaction Documents.
