Common use of No Approvals; No Conflicts Clause in Contracts

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 Acquiror and Merger Sub, as applicable, the Company of this Agreement and the other Operative Documents to which it the Company is or is to become a party, party and the consummation by them of the Contemplated Transactions, the effectiveness of the Merger transactions contemplated hereby 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 thereby will not not: (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to Acquiror or Merger Subthe Company; (b) require any consent, approval or authorization of, or declaration, filing or registration with, any PersonPerson with respect to the Company, except for (i) corporate approvals referred to in Section 2.2 above, (ii) the filing of all documents necessary to consummate the Certificate of Merger with the Delaware Secretary of State, and (iiiii) any required submissions the consents under the HSR Act that the Company or Acquiror determines must be made, Contracts listed in each case, with respect Schedule 2.10(d) to the Merger and the other contemplated transactionsDisclosure Memorandum); (c) result in a default (with or without the giving of notice or lapse of time, or both) under under, or acceleration or termination of, or the creation in any material agreement party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, Encumbrance, obligation or liability to which Acquiror or any of its Subsidiaries the Company is a party or by which it is bound or to which any Assets assets of Acquiror or any of its Subsidiaries the Company are subject; or (d) result in the creation of any Encumbrance upon any assets of the Company; (e) 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 Subthe Company; or (f) invalidate or render non-compliant or ineffective under applicable Law any permit, license or authorization used in the conduct of the business of the Company, except in the case of this subsection (f) where any such invalidation, non-compliance or ineffectiveness would not have a Material Adverse Effect.

No Approvals; No Conflicts. The execution, delivery and performance by Acquiror and Merger Sub, as applicable, of this Agreement by Holdings, and the other Operative Documents to which it is or is to become a partyconsummation by Holdings of the transactions contemplated hereby (including, without limitation, 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 Preliminary Merger), will not (a) constitute a violation (with or without the giving of notice or lapse of time, time or both) of any provision of Law any domestic or foreign law applicable to the Company or any Order applicable to Acquiror or Merger Sub; of its Subsidiaries, (b) require any consent, approval or authorization of, or the making of any declaration, filing filing, registration, qualification or registration recording with, any individual, corporation, partnership, association, trust, joint venture, unincorporated organization or other entity or any domestic or foreign governmental authority ("Person"), except (i) the filing by or on behalf 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 madeany of its Subsidiaries, except as set forth in each caseSection 2.4(b) of the Schedule of Exceptions, with respect to the Merger and the other contemplated transactions; (c) result in a default (with under, an acceleration or without the giving of notice or lapse of timetermination of, or both) under the creation in any party of the right to accelerate, terminate, modify or cancel, or any other cause of action under, any material agreement agreement, lease, note or other restriction, encumbrance, obligation or liability to which Acquiror the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound or to which any Assets of Acquiror their assets are subject, except as set forth in Section 2.4(c) of the Schedule of Exceptions, (d) result in the creation of any lien or encumbrance upon, or forfeiture of, any of its Subsidiaries are subject; or the Company's assets, (de) conflict with or result in a breach of or constitute a default under any provision of the Certificate charter documents or bylaws of Incorporation, as amendedthe Company or any of its Subsidiaries, or Bylaws of Acquiror (f) require any severance payments, stay bonuses or other special compensation to be made by the Certificate of Incorporation Company or Bylaws of Merger Subits Subsidiaries other than as contemplated by Section 1.13 hereof.