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.
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Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Zillow 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 a party and the consummation by the Company of the transactions contemplated hereby and thereby, and the forward merger effectiveness of the Company with and into Merger Sub (if structured will not, except as such) will not 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, regulation order or rule other requirement of any Governmental Body court or other governmental authority 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 todeclaration, filing or registration with, any Person pursuant 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 any Contract 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 Person party of the right to accelerate, terminate, modify or cancel, any Encumbrancematerial agreement, Contractlease, 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 material assets of the Company are subject, (d) result in the creation of any Encumbrance on (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 Company Certificate Articles of Incorporation or Bylaws of the Company BylawsCompany, or (f) invalidate or adversely affect any permit, license or authorization that is currently material to the conduct of the business of the Company’s business.
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