No Approvals or Conflicts. The execution and delivery by Purchaser of this Agreement does not, and the consummation by Purchaser of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach of any provision of the Amended and Restated Articles of Incorporation or the Bylaws of Purchaser, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of Purchaser or on Purchaser's interest in the Purchaser Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Purchaser or any of its properties or assets are or may be bound, (iii) violate any order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to Purchaser or any of its properties or assets, or (iv) except for applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental or regulatory authority or other third party.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Indenet Inc), Stock Purchase Agreement (Digital Generation Systems Inc)
No Approvals or Conflicts. The execution and delivery by Purchaser Seller of this Agreement does not, and the consummation by Purchaser Seller of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach of any provision of the Amended and Restated Articles Certificate of Incorporation or the Bylaws of PurchaserSeller or the Company, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of Purchaser the Company or on PurchaserSeller's interest in the Purchaser Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Purchaser Seller, the Company, or any of its their respective properties or assets are or may be bound, (iii) violate any order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to Purchaser Seller, the Company or any of its their respective properties or assets, or (iv) except for applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental or regulatory authority or other third party.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Indenet Inc), Stock Purchase Agreement (Digital Generation Systems Inc)
No Approvals or Conflicts. The execution execution, delivery and delivery performance by Purchaser each of the Seller and the Company of this Agreement does not, and the consummation by Purchaser each of the Seller and the Company of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach by the Seller or the Company of any provision of the Amended and Restated Articles of Incorporation or the Bylaws of Purchaserthe Company, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Seller or the Company (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a any right of termination, cancellation, modification cancellation or acceleration of any obligation or loss of benefit under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties of Purchaser the Company or on Purchaserthe Seller's interest in the Purchaser Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Purchaser the Seller, the Company or any of its their respective properties or assets are or may be bound, (iii) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to Purchaser the Seller, the Company or any of its their respective properties or assets, or (iv) except for applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, require any order, consent, approval or authorization of, or notice to, or declaration, filing filing, application, qualification or registration with, any governmental or regulatory authority authority, excluding from the foregoing clauses (ii) and (iii) above, such violations, conflicts and breaches which, individually or other third partyin the aggregate, would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Russell-Stanley Holdings Inc)