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 with, hinder or delay the consummation of the transactions contemplated by the Transaction Documents.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.)
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 or is to become a party, the execution, delivery and performance by each of the Key Stockholders of its Key Stockholder Agreement and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, 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 or is to become a party, did not, do not and will not (individually or in combination): (a) Other than as set forth on Section 2.7 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 the Company Disclosure ScheduleCompany; (b) require any Consent of, 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 or declaration, filing or registration with, any Person, except for (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; (ii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders of the Merger, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company or Acquiror reasonably determines should be made, in each case, with respect to the Merger and the other Contemplated Transactions; (c) 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 a default (with or without the giving of notice or lapse of time, or both) under, or give rise to a right of terminationacceleration or termination of, 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 creation in any Person of the Company with respect right to the operation of the Company’s businessaccelerate, terminate, modify or cancel, any Material Contract; (d) 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, Encumbrance upon any properties or assets material Assets of the Company, or upon any outstanding shares or other securities of the Company; (iie) conflict with or result in any violation a breach of or constitute a default under any provision of the Governing Documents Company Certificate of Incorporation or Company Bylaws; or (f) invalidate or adversely affect any Governmental Authorization material to the business of the Company as currently conducted 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 currently proposed to be material to the Company or prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated conducted by the Transaction DocumentsCompany.
(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 with, hinder or delay the consummation of the transactions contemplated by the Transaction Documents.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Gilead Sciences Inc)
No Approvals; No Conflicts. (a) Other than Except as set forth described on Section 2.7 of Schedule 3.5 to the Company Disclosure ScheduleMemorandum, the execution execution, delivery and delivery performance by the Company of this Agreement and Shareholder of each Transaction Document does not the other Operative Documents to which the Company is a party and the consummation of the transactions contemplated by the Transaction Documents hereby and compliance with the provisions hereof 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 Body applicable to the Company or any of its Subsidiaries; (b) require the Company or any of its Subsidiaries to file, seek, or obtain any notice, to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Body in connection with the execution, delivery and performance by the Company of this Agreement and the Operative Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of the Company or any of its Subsidiaries, except for (i) any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act“), (ii) the filing of the Agreement of Merger as required by applicable Law and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws; (c) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person including any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person required to be obtained or made in order to keep any Contract between such Person and the Company or any of its Subsidiaries in effect following the transactions contemplated by this Agreement or to provide that the Company or any of its Subsidiaries is not in breach or violation of any such Contract following the transactions contemplated by this Agreement by reason of the execution and delivery of, or the performance of its obligations under, this Agreement or the Operative Documents to which the Company is a party; (d) 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 a default (with or without the giving of notice or lapse of time, or both) under, or give rise acceleration or termination of, or the creation in any Person of the right to a right of terminationaccelerate, cancellationterminate, first offermodify or cancel, 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, agreementnote or other restriction, ContractEncumbrance, instrument, permit, concession, franchise, right obligation or license binding upon liability to which the Company or the Shareholder (for the benefit any of the Company with respect to the operation of the Company’s business) its Subsidiary is a party or by which it is bound or to which any assets of the Company or any of its properties, rights or assets Subsidiaries are bound or subject, or including the Contracts; (e) result in the creation of any Liens other than Permitted Liens, in each case, upon Encumbrance on any properties or assets of the Company, ; (iif) conflict with or result in any violation a breach of or constitute a default under any provision of the Governing Documents Charter or the Bylaws of the Company or Shareholder, any of its Subsidiaries; or (iiig) conflict with invalidate or violate adversely affect any applicable Laws to which permit, license or authorization used in the conduct of the businesses of the Company or Shareholder is subject, except, in the case any 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 Documentsits Subsidiaries.
(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 with, hinder or delay the consummation of the transactions contemplated by the Transaction Documents.
Appears in 1 contract
Samples: Merger Agreement (Amazon Com Inc)
No Approvals; No Conflicts. (a) Other than as set forth on Section 2.7 of the Company Disclosure Schedule, the The execution and delivery by the Company of this Agreement and Shareholder the other Transaction Documents to which it is a party do not, and the performance by the Company of each its obligations under this Agreement and the other Transaction Document does not Documents to which it is a party and the consummation of the transactions contemplated by the Transaction Documents and compliance with the provisions hereof Transactions will not not: (i) subject to the receipt of the Required Government Approvals 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 the Company; (ii) subject to obtaining consent with respect to the assignment by the Company to Buyer of the Assumed Contracts set forth on Schedule 3.5(a) to the Disclosure Memorandum, violate, conflict with, result in any lossbreach of, 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 a default (with or without the giving of 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 Encumbrance (other than a Permitted Liens, in each case, Encumbrance) upon any properties or assets of the CompanyCompany used in the Business, or create in any Person the right to accelerate, terminate, modify or cancel (iior automatically do any of the foregoing) any Contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (iii) conflict with or result in any violation a breach of or constitute a default under any provision of its governing documents; or (iv) invalidate or adversely affect any material Permit or authorization used in the Governing Documents conduct of the Company or ShareholderCompany’s business, or (iii) conflict with or violate any applicable Laws to which the Company or Shareholder is subject, except, except in the case of clauses clause (ia)(ii) and (iii)above to the extent such violations, as conflicts, breaches, defaults or other matters would not, individually or in the aggregate, not reasonably be expected to be material to prevent or prohibit the Company or prevent or materially impedefrom performing its obligations under, interfere with, hinder or delay the consummation of and completing the transactions contemplated by by, the Transaction Documents.
(b) The Except as set forth on Schedule 3.5(b) to the Disclosure Memorandum (the “Required Governmental Approvals”) and any notice filings that are not material to the conduct of the Business, no consent, approval or authorization of, or notice to, or filing by the Company with, any Governmental Body is required for the execution, delivery and performance by the Company or Shareholder of each this Agreement and the Transaction Document Documents to which the Company it is or Shareholder is will be 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 completion 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 with, hinder or delay the consummation of the transactions contemplated by the Transaction DocumentsTransactions.
Appears in 1 contract
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 (or will be) a party and the consummation by the Company of the Transactions do not and will not (a) Other violate (with or without the giving of notice or lapse of time, or both) Applicable Law to which the Company is subject, (b) require any consent, approval, or authorization of, declaration, filing, or registration with, or notice to, any Governmental Body, other than as set forth on Section 2.7 (i) the Stockholder Approval, (ii) the filing of the Company Disclosure ScheduleCertificate of Merger, the execution (iii) such filings and delivery notifications as may be required to be made by the Company and Shareholder of each Transaction Document does not in connection with the Merger and the consummation other Transactions under the HSR Act and the expiration or early termination of the transactions contemplated by applicable waiting period under the Transaction Documents HSR Act and compliance (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with the provisions hereof will not this Agreement, (ic) 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 a default (with or without the giving of notice or lapse of time, or both) under, or give rise acceleration or termination of, or the creation in any Person of the right to a right of terminationaccelerate, cancellationterminate, first offermodify, first refusalor cancel, 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, Material 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 businessd) 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 Encumbrance on any properties or assets of the Company, (iie) conflict with invalidate or result in adversely affect 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 Permit that 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 (f) materially impede, interfere with, hinder or delay impair the consummation right of the transactions contemplated by Company as of the Transaction Documents.
Effective Time to Exploit (b) The execution, delivery and performance in the manner Exploited by the Company or Shareholder of each Transaction Document prior 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 (iiClosing) 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 with, hinder or delay the consummation of the transactions contemplated by the Transaction DocumentsIntellectual Property.
Appears in 1 contract
No Approvals; No Conflicts. (a) Other than Except as set forth on Section 2.7 3.3 of the Company Buyer Disclosure ScheduleSchedules, the execution execution, delivery and delivery performance by the Company and Shareholder Buyer of each Transaction Document does not this Agreement and the other Transaction Documents to which Buyer is a party, the consummation by Buyer of the transactions contemplated hereby and thereby, and the performance by the Transaction Documents Buyer of its obligations hereunder and compliance with the provisions hereof thereunder, do not and will not (ia) 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 conflict with or result in any violation a Breach of or constitute a default under any provision of the Governing Documents of Buyer, (b) assuming satisfaction of any requirements imposed by the HSR Act, constitute a violation (with or without the giving of 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 Law or any judgment, decree, order, regulation or rule of any court or other Governmental Authority applicable to Buyer, (c) require any consent, approval or authorization of, or declaration, filing or registration with, (i) the Governing Documents of FCC, State PUC, or the Company or ShareholderFederal Trade Commission under the HSR Act, or (iiiii) conflict with or violate any applicable Laws to which the Company or Shareholder is subject, other Person except, in the case of clauses with regard solely to this clause (i) and (iiic)(ii), as for such consents and filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected have a Buyer Material Adverse Effect, or (d) violate, Breach, conflict with or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Encumbrance upon any properties or assets of Buyer, or give to be material to the Company any Person any right of termination, amendment, acceleration or prevent cancellation (with or materially impedewithout notice, interfere withlapse of time or both) of, hinder any Contract 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 agreement to which the Company or Shareholder Buyer is a party and or by which any material properties or assets of Buyer are bound except in the consummation case of the transactions contemplated therebythis clause (d), 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 consentviolation, approvalconflict, authorizationdefault, permit, action, filing right or notification the failure of which to make or obtain Encumbrance that would not, individually or in the aggregate, reasonably be expected to be material to have a Buyer Material Adverse Effect or preclude the Company or prevent or materially impede, interfere with, hinder or delay the consummation of Buyer from consummating the transactions contemplated by the Transaction Documentshereby.
Appears in 1 contract
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 of this Agreement and the other Transaction Documents to which the Company is a party, the consummation of the Transactions and the performance by the Company of its respective obligations pursuant to this Agreement and the other Transaction Documents to which it is a party, will not (a) conflict with or Shareholder constitute a violation of each Transaction Document any Applicable Law, (b) except for the Requisite Stockholder Approval and as set forth on Schedule 3.5(b), require any consent, notice, waiver, approval, order or authorization of, or declaration, filing or registration with, any Person, (c) except as set forth on Schedule 3.5(c), result in any violation of or default under (with or without the giving of notice or lapse of time, or both), or acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any Material Contract to which the Company or Shareholder any of its Subsidiaries 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 which the Company or Shareholder with any of its Subsidiaries is bound or notification by to which any material assets (whether tangible or intangible) of the Company or Shareholder toany of its Subsidiaries are subject, any Governmental Body, except for (id) 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 result in the aggregatecreation of any Encumbrance (other than Permitted Encumbrances) upon any asset (whether tangible or intangible) of the Company or any of its Subsidiaries or, to the Company’s knowledge, upon any outstanding shares or other securities of the Company or any of its Subsidiaries, or (e) conflict with or result in a breach of or constitute a default under any provision of the Company Charter or the Company Bylaws or comparable organizational document of any of its Subsidiaries, except, in the case of (a), (b), (c) or (d), as would not reasonably be expected to be material to the have a Company or prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by the Transaction DocumentsMaterial Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Drugstore Com Inc)
No Approvals; No Conflicts. (a) Other than Except as set forth on in Section 2.7 2.5 of the Company Disclosure ScheduleSchedules, the execution execution, delivery and delivery performance by each of Sellers and the Company and Shareholder of each Transaction Document does not this Agreement and the other Transaction Documents to which each is a party, the consummation by Sellers and the Company of the transactions contemplated hereby and thereby, and the performance by each of Sellers and the Transaction Documents Company of its obligations hereunder and compliance with the provisions hereof thereunder do not and will not (ia) 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 conflict with or result in any violation a Breach of or constitute a default under any provision of the relevant Governing Document(s) of Sellers and the Company, (b) assuming satisfaction of any requirements imposed by the HSR Act, 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 Sellers or the Company, (c) require any consent, approval or authorization of, or declaration, filing or registration with, (i) the FCC, State PUC, or the Federal Trade Commission under the HSR Act, or (ii) any other Person except, with regard solely to this clause (c)(ii), for such consents and filings that, if not obtained or made, would not, individually or in the aggregate, have a Company Material Adverse Effect, or (d) violate, Breach, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) 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, Encumbrance upon any properties or assets of the Company, or give to any Person any right of termination, amendment, acceleration or cancellation (ii) conflict with or result in any violation without notice, lapse of any provision of the Governing Documents of the Company time or Shareholder, or (iiiboth) 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 with, hinder or delay the consummation of the transactions contemplated by the Transaction DocumentsMaterial Contract.
Appears in 1 contract
No Approvals; No Conflicts. (a) Other than The execution, delivery and performance by the Shareholders of this Agreement and the other Operative Documents to which the Shareholders are a party, the effectiveness of the Acquisition 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 Shareholders or the Company, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, except (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Acquisition with the Australian Securities and Investments Commission, and (iii) as set forth on Section 2.7 of Schedule 3.5(a) to the Company Disclosure ScheduleMemorandum, 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 (ic) 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 a default (with or without the giving of notice or lapse of time, or both) under, or give rise acceleration or termination of, or the creation in any party of the right to a right of terminationaccelerate, cancellationterminate, first offermodify or cancel, 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, agreementnote or other restriction, Contractencumbrance, instrument, permit, concession, franchise, right obligation or license binding upon liability to which the Company is a party or the Shareholder (for the benefit of the Company with respect to the operation of the Company’s business) by which it is bound or to which any assets of its properties, rights or assets the Company are bound or subject, or (d) result in the creation of any Liens other than Permitted Liens, in each case, Encumbrance upon any properties or assets of the CompanyCompany or the Company Common Stock, (iie) conflict with or result in any violation a breach of or constitute a default under any provision of the Governing Documents Constitution of the Company or ShareholderCompany, or (iiif) conflict with invalidate or violate adversely affect any applicable Laws to which the Company permit, license 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 authorization currently material to the Company or prevent or materially impede, interfere with, hinder or delay the consummation conduct of the transactions contemplated by business of the Transaction DocumentsCompany.
(b) Each Shareholder that is a corporate entity ("Corporate Shareholder")
(i) is validly existing and in good standing; and (ii) has full authority and all necessary consents to enter into and perform this Agreement.
(c) This Agreement and all other agreements contemplated by this Agreement will, when executed by the Shareholders, constitute binding obligations of the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
(d) The execution, delivery and performance by the Company Corporate Shareholders of this Agreement will not (i) result in a breach of any provision of the constitution of a Corporate Shareholder; (ii) result in a breach of, or Shareholder of each Transaction Document constitute a default under, any instrument to which the Company or a Corporate Shareholder is a party or by which a Corporate Shareholder is bound 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 is material in the aggregate, reasonably be expected to be material to the Company or prevent or materially impede, interfere with, hinder or delay the consummation context of the transactions contemplated by the Transaction Documents.this Agreement; or (iii) result in a breach of any order, judgment or decree of any court or governmental agency to which a
Appears in 1 contract
Samples: Share Sale Agreement (N2h2 Inc)
