Common use of No Approvals or Notices Required; No Conflicts With Instruments Clause in Contracts

No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance of this Agreement and the Operative Documents by DAMH, the issuance of the Merger Consideration to the OSO Members and the consummation of the transactions contemplated hereby and by the Operative Documents 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 DAMH, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which DAMH is a party or by which either is bound or to which any of their assets are subject, (d) result in the creation of any material lien or encumbrance upon the assets of DAMH, the Merger Consideration or the funds being delivered in connection herewith, (e) conflict with or result in a breach of or constitute a default under any provision of the charter documents of DAMH, or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of DAMH. No proxy solicitation or notice to stockholders was required under applicable securities laws, and no holder of DAMH common stock is entitled to appraisal rights under applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Premier Beverage Group Corp), Agreement and Plan of Merger (Dam Holdings Inc)

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No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance of this Agreement and the Operative Documents by DAMHExplorations, the issuance of the Merger Consideration Shares to the OSO Members Stockholders and the consummation of the transactions contemplated hereby and by the Operative Documents 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 DAMHExplorations, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which DAMH Explorations is a party or by which either is bound or to which any of their assets are subject, (d) result in the creation of any material lien or encumbrance upon the assets of DAMHExplorations, the Merger Consideration Stock or the funds being delivered in connection herewith, (e) conflict with or result in a breach of or constitute a default under any provision of the charter documents of DAMHExplorations, or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of DAMH. No proxy solicitation or notice to stockholders was required under applicable securities laws, and no holder of DAMH common stock is entitled to appraisal rights under applicable lawExplorations.

Appears in 1 contract

Samples: Reorganization Agreement (Pop Starz Inc.)

No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance of this Agreement and the Operative Documents by DAMHIDEH, the issuance of the Merger Consideration to the OSO Members and the consummation of the transactions contemplated hereby and by the Operative Documents 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 DAMHIDEH, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which DAMH IDEH is a party or by which either is bound or to which any of their assets are subject, (d) result in the creation of any material lien or encumbrance upon the assets of DAMHIDEH, the Merger Consideration or the funds being delivered in connection herewith, (e) conflict with or result in a breach of or constitute a default under any provision of the charter documents of DAMHIDEH, or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of DAMHIDEH. No proxy solicitation or notice to stockholders was required under applicable securities laws, and no holder of DAMH IDEH common stock is entitled to appraisal rights under applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Development & Environmental Holdings)

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No Approvals or Notices Required; No Conflicts With Instruments. The Except as set forth in Schedule 3.6 of the GFS Disclosure Schedule, the execution, delivery and performance of this Agreement and the Operative Documents by DAMH, the issuance of the Merger Consideration to the OSO Members GFS and each GFS Stockholder and the consummation of the transactions contemplated hereby and by the Operative Documents thereby will not in any way which would result in a Material Adverse Effect, (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 DAMHGFS or the GFS Stockholders, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any PersonPerson (the consent of all such Persons to be duly obtained by GFS and the GFS Stockholders at or prior to the Closing), (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party Party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which DAMH GFS or the GFS Stockholder is a party Party or by which either of them is bound or to which any of their assets are subject, (d) result in the creation of any material lien or encumbrance upon the assets of DAMH, GFS or upon the Merger Consideration or the funds being delivered in connection herewithGFS Shares, (e) conflict with or result in a breach of or constitute a default under any provision of the charter documents Certificate of DAMHIncorporation and Bylaws of GFS (the "GFS Organizational Documents"), or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of DAMH. No proxy solicitation or notice to stockholders was required under applicable securities laws, and no holder of DAMH common stock is entitled to appraisal rights under applicable lawGFS.

Appears in 1 contract

Samples: Share Exchange and Reorganization Agreement (Satya Worldwide, Inc.)

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