Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. Except as set forth in Schedule 3.7A, the execution, delivery and performance by each of the Seller Parties of this Agreement and the Ancillary Documents to which it is a party, and the consummation by each of the Seller Parties of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Seller Parties of the organizational documents of any of the Seller Parties or the Group Companies, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Seller Parties or the Group companies (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of any of the Seller Parties or the Group Companies or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Seller Parties or the Group Companies or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Seller Parties or the Group Companies or any of their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Seller Parties and the Group Companies with, any Governmental Authority, except in the cases of (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.7A, no Governmental Authorizations are required for the execution, delivery and performance by the Seller Parties and the Group Companies of this Agreement and the Ancillary Documents and the consummation by the Seller Parties of the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)

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No Approvals or Conflicts. Except as set forth in Schedule 3.7A3A.3, the execution, delivery and performance by each of the Seller Parties such Non-Management Shareholder of this Agreement and the Ancillary Documents to which it is a party, and the consummation by each of the Seller Parties such Non-Management Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Seller Parties such Non-Management Shareholder of the organizational documents of any of the Seller Parties or the Group Companiessuch Non-Management Shareholder, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Seller Parties or the Group companies such Non-Management Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the such properties of any of the Seller Parties or the Group Companies such Non-Management Shareholder or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Seller Parties or the Group Companies such Non-Management Shareholder or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Seller Parties or the Group Companies such Non-Management Shareholder or any of their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Seller Parties and the Group Companies Non-Management Shareholder with, any Governmental Authority, except in the cases of (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.7A3A.3, no Governmental Authorizations are required for the execution, delivery and performance by the Seller Parties and the Group Companies such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by the Seller Parties such Non-Management Shareholder of the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)

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No Approvals or Conflicts. Except as set forth in Schedule 3.7A3A42, the execution, delivery and performance by each of the Seller Parties such Non-Management Shareholder of this Agreement and the Ancillary Documents to which it is a party, and the consummation by each of the Seller Parties such Non-Management Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Seller Parties such Non-Management Shareholder of the organizational documents of any of the Seller Parties or the Group Companiessuch Non-Management Shareholder, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Seller Parties or the Group companies such Non-Management Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the such properties of any of the Seller Parties or the Group Companies such Non-Management Shareholder or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Seller Parties or the Group Companies such Non-Management Shareholder or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Seller Parties or the Group Companies such Non-Management Shareholder or any of their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Seller Parties and the Group Companies Non-Management Shareholder with, any Governmental Authority, except in the cases of (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse EffectEffect on such Non-Management Shareholder. Except as set forth in Schedule 3.7A3A.4, no Governmental Authorizations are required for the execution, delivery and performance by the Seller Parties and the Group Companies such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by the Seller Parties such Non-Management Shareholder of the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)

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