Common use of No Approvals or Notices Required 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 AAMPRO and the Stockholders and the consummation of the transactions contemplated hereby and thereby by AAMPRO and the Stockholders 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 AAMPRO or the Stockholders, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person") except for compliance with applicable securities laws (the consent of all such Persons to be duly obtained by AAMPRO and the Stockholders at or prior to the Closing), (c) result in a material 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 AAMPRO or the Stockholders is a 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 lien or encumbrance upon the assets of AAMPRO or upon the AAMPRO Stock, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or By-Laws of AAMPRO, or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of AAMPRO.

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS No Conflict with Instruments to which Seller is a Party. The execution, execution and delivery and performance of this Agreement and the Operative Documents by AAMPRO and the Stockholders does not, and the consummation of the transactions contemplated hereby Transactions and thereby by AAMPRO compliance with the provisions hereof and the Stockholders thereof will not (a) constitute a violation (with or without the giving of notice or lapse of timenot, conflict with, or both) of result in any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to AAMPRO or the Stockholders, (b) require any consent, approval or authorization violation of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person") except for compliance with applicable securities laws (the consent of all such Persons to be duly obtained by AAMPRO and the Stockholders at or prior to the Closing), (c) result in a material default (with or without the giving of notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or termination of"put" right with respect to any obligation or to loss of a material benefit under, 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 AAMPRO or the Stockholders is a 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 lien or encumbrance upon any of the properties or assets of AAMPRO or upon the AAMPRO StockSeller, (e) conflict with or result in a breach of or constitute a default under any provision of (i) the Articles Corporate Documents of Incorporation Seller, (ii) except as set forth in Schedule 2.2(d), any loan or By-Laws credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Seller or any of AAMPROtheir respective properties or assets, and (iii) subject to governmental filing and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Seller or their respective properties or assets, other than (A), in the case of clause (ii), any such conflicts, violations, defaults, rights or liens or encumbrances that individually or in the aggregate would not have a Seller MAE. No consent, approval, order or authorization of, or (f) invalidate registration, declaration or adversely affect filing with, any permit, license, authorization Governmental Entity is required by or status used with respect to Seller in connection with the conduct execution and delivery of this Agreement by Seller or the consummation by Seller of the business of AAMPROTransactions.

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS No Conflict with Instruments to which Seller is a Party. The execution, execution and delivery and performance of this Agreement and the Operative Documents by AAMPRO and the Stockholders does not, and the consummation of the transactions contemplated hereby Transactions and thereby by AAMPRO compliance with the provisions hereof and the Stockholders thereof will not (a) constitute a violation (with or without the giving of notice or lapse of timenot, conflict with, or both) of result in any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to AAMPRO or the Stockholders, (b) require any consent, approval or authorization violation of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person") except for compliance with applicable securities laws (the consent of all such Persons to be duly obtained by AAMPRO and the Stockholders at or prior to the Closing), (c) result in a material default (with or without the giving of notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or termination of"put" right with respect to any obligation or to loss of a material benefit under, 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 AAMPRO or the Stockholders is a 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 lien or encumbrance upon any of the properties or assets of AAMPRO or upon the AAMPRO StockSeller, (e) conflict with or result in a breach of or constitute a default under any provision of (i) the Articles Partnership Documents of Incorporation Seller, (ii) except as set forth in Schedule 2.2(d), any loan or By-Laws credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Seller or any of AAMPROtheir respective properties or assets, and (iii) subject to governmental filing and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Seller or their respective properties or assets, other than (A), in the case of clause (ii), any such conflicts, violations, defaults, rights or liens or encumbrances that individually or in the aggregate would not have a Seller MAE. No consent, approval, order or authorization of, or (f) invalidate registration, declaration or adversely affect filing with, any permit, license, authorization Governmental Entity is required by or status used with respect to Seller in connection with the conduct execution and delivery of this Agreement by Seller or the consummation by Seller of the business of AAMPROTransactions.

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS The execution, delivery and performance of this Agreement and the Operative other Transaction Documents by AAMPRO and the Stockholders Company, and the consummation of the transactions contemplated hereby and thereby by AAMPRO and the Stockholders thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court court, agency or other governmental authority applicable to AAMPRO or the StockholdersCompany, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, Person other entity or governmental or regulatory authority than (a "Person"i) except for compliance with applicable securities laws (the consent of all such Persons to be duly obtained by AAMPRO and the Stockholders at or prior stockholders of Parent (including, to the Closingextent required, the filing and approval of a proxy statement with the Securities and Exchange Commission), (ii) notification of the Nasdaq Stock Market, Inc. to the extent required under its rules, and (iii) consent of the landlord of the premises occupied by Summit V, (c) result in a material 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 AAMPRO or the Stockholders Company is a party or by which either of them it is bound or to which any assets of their assets the Company are subject, (d) result in the creation of any lien or encumbrance upon the assets of AAMPRO the Company, or upon any Shares or other securities of the AAMPRO StockCompany, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles or Bylaws of Incorporation or By-Laws of AAMPROthe Company, or (f) invalidate or adversely affect any material permit, license, authorization or status used in the conduct of the business of AAMPROthe Company.

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS CONFLICTS. The execution, delivery delivery, and performance of this Agreement and the Operative other Transaction Documents by AAMPRO and the Stockholders Shareholders, and the consummation of the transactions contemplated hereby and thereby by AAMPRO and the Stockholders thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court court, agency or other governmental authority applicable to AAMPRO or any of the StockholdersShareholders, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, Person other entity or governmental or regulatory authority (a "Person") except for than compliance with applicable securities laws (the consent of all such Persons to be duly obtained by AAMPRO and the Stockholders at or prior to the Closing)laws, (c) result in a material 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 AAMPRO or any of the Stockholders Shareholders is a party or by which either any of them the Shareholders is bound or to which any assets of their assets any of the Shareholders are subject, (d) result in the creation of any lien or encumbrance upon the assets of AAMPRO any of the Shareholders, or upon any Shares or other securities of the AAMPRO StockCompany, or (e) conflict with or result in a breach of or constitute a default under any provision of the Articles Certificate of Incorporation or By-Laws operating agreement of AAMPRO, or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of AAMPRORCH.

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS CONFLICTS. The execution, delivery delivery, and performance of this Agreement and the Operative other Transaction Documents by AAMPRO and the Stockholders Company or the Shareholders or RCH Members, as applicable, and the consummation of the transactions contemplated hereby and thereby by AAMPRO and the Stockholders thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court court, agency or other governmental authority applicable to AAMPRO or the StockholdersCompany, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person") except for compliance with applicable securities laws (the consent of all such Persons to be duly obtained by AAMPRO and the Stockholders at or prior to the Closing), (c) result in a material 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 AAMPRO or the Stockholders Company is a party or by which either of them it is bound or to which any assets of their assets the Company are subject, (d) result in the creation of any lien or encumbrance upon the assets of AAMPRO the Company, or upon any Shares or other securities of the AAMPRO StockCompany, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or By-Laws bylaws of AAMPROthe Company, or (f) invalidate or adversely affect have a material adverse effect any permit, license, authorization or status used in the conduct of the business of AAMPROthe Company.

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS The Except as set forth in Schedule 2.6, the execution, delivery and performance of this Agreement and the Operative Documents by AAMPRO SpaceLogic and the Stockholders and the consummation of the transactions contemplated hereby and thereby by AAMPRO and the Stockholders 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 AAMPRO SpaceLogic or the Stockholders, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person") except for compliance with applicable securities laws (the consent of all such Persons to be duly obtained by AAMPRO SpaceLogic and the Stockholders at or prior to the Closing), (c) result in a material 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 AAMPRO SpaceLogic or the Stockholders is are a 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 lien or encumbrance upon the assets of AAMPRO SpaceLogic or upon the AAMPRO SpaceLogic Common Stock, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles Certificate of Incorporation or By-Laws of AAMPROSpaceLogic, or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of AAMPROSpaceLogic.

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS No Conflicts The execution, delivery and performance of this Agreement and the Operative other Transaction Documents by AAMPRO and the Stockholders Members, and the consummation of the transactions contemplated hereby and thereby by AAMPRO and the Stockholders thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court court, agency or other governmental authority applicable to AAMPRO or the StockholdersCompany, (b) except as disclosed on Disclosure Schedule 3.5(b), require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person") except for compliance with applicable securities laws (the consent of all such Persons to be duly obtained by AAMPRO and the Stockholders at or prior to the Closing), (c) except as disclosed on Disclosure Schedule 3.5(c), result in a material 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 AAMPRO or the Stockholders Company is a party or by which either of them it is bound or to which any assets of their assets the Company are subject, (d) result in the creation of any lien or encumbrance upon the assets of AAMPRO the Company, or upon the AAMPRO Stockany Interests, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or By-Laws of AAMPRO, Operating Agreement or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of AAMPROthe Company.

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS The No Conflicts With Instruments Except as set forth on Schedule 2.34, the execution, delivery and performance of this Agreement and the Operative Documents Agreements by AAMPRO and the Stockholders and the consummation of the transactions contemplated hereby and thereby by AAMPRO and the Stockholders 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 AAMPRO or the Stockholders, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person") ), except for compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Secretaries of State (the consent of all such Persons to be duly obtained by AAMPRO and the Stockholders at or prior to the Closing), (c) result in a material 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 AAMPRO or the Stockholders is are a 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 lien or encumbrance upon the assets of AAMPRO DigitalFacades or upon the AAMPRO Common Stock, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or By-Laws of AAMPRODigitalFacades, or (f) invalidate or adversely affect any permit, license, or authorization or status used in the conduct of the business of AAMPRODigitalFacades.

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS No Conflicts The execution, delivery and performance of this Agreement and the Operative Documents by AAMPRO and Purchaser, the issuance of the Purchaser Common Stock to the Stockholders and the consummation of the transactions contemplated hereby and thereby by AAMPRO and the Stockholders 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 AAMPRO or the StockholdersPurchaser, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person") except for compliance with applicable securities laws (the consent of all such Persons to be duly obtained by AAMPRO and the Stockholders at or prior to the Closing), (c) result in a material 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 AAMPRO or the Stockholders Purchaser 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 AAMPRO Purchaser or upon the AAMPRO StockPurchaser Common Stock delivered as the Purchase Price, or (e) conflict with or result in a breach of or constitute a default under any provision of the Articles charter documents of Incorporation Purchaser. No consent, approval, order, authorization or By-Laws of AAMPROregistration qualification, or (f) invalidate or adversely affect any permitdesignation, license, authorization license, declarations or status used filing with any state of federal governmental authority or any other Person is required on the part of Purchaser in connection with the conduct execution and delivery of this Agreement, the issuance of the business Purchaser Common Stock as the Purchase Price or the consummation of AAMPRO.the transactions contemplated herein. 4.4