No Approvals or Notices Required. No Conflict with Instruments to which Christiana is a Party. The execution and delivery of this Agreement and the Other Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Christiana, Logistic, C2 or any of their subsidiaries under, any provision of (i) the Christiana Certificate or bylaws of Christiana, the Certificate of Organization or operating agreement of Logistic or the Articles of Incorporation or bylaws of C2, or any provision of the comparable organizational documents of its subsidiaries, (ii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Christiana or its properties or assets, (iii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Logistic or any other Christiana Subsidiary, or their respective properties or assets and (iv) 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 Christiana, Logistic or C2 or any of their subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Christiana MAE. No consent, approval, order or authorization of, xx xxxxstration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to Christiana, Logistic or C2 or any of their subsidiaries in connection with the execution and delivery of this Agreement by Christiana and C2 or the consummation by Christiana of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by Christiana under the HSR Act, (ii) the filing with the Commission of (A) a proxy or information statement relating to Stockholder Approval (such proxy or information statement as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) the filing of the Certificate of Merger with the Wisconsin Secretary of State with respect to the Merger as provided in the WGCL and appropriate documents with the relevant authorities of other states in which Christiana is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices as are set forth in Section 2.2(d) of the Christiana Disclosure Letter.
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Samples: Merger Agreement (C2 Inc)
No Approvals or Notices Required. No Conflict with Instruments to which Christiana Serac is a Party. The execution and delivery of this Agreement and the Other Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Christiana, Logistic, C2 Serac or any of their subsidiaries the Serac Subsidiaries under, any provision of (i) the Christiana Certificate Serac Articles or bylaws of Christiana, the Certificate of Organization or operating agreement of Logistic or the Articles of Incorporation or bylaws of C2, Serac or any provision of the comparable organizational documents of its subsidiariesthe Serac Subsidiaries, (ii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Christiana Serac or its properties or assets, (iii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Logistic or any other Christiana Serac Subsidiary, or their respective properties or assets and (iv) 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 Christiana, Logistic or C2 Serac or any of their subsidiaries the Serac Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Christiana MAE. No consent, approval, order or authorization of, xx xxxxstrationor registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), Entity is required by or with respect to Christiana, Logistic or C2 Serac or any of their subsidiaries the Serac Subsidiaries in connection with the execution and delivery of this Agreement by Christiana and C2 Serac or the consummation by Christiana Serac of the transactions contemplated hereby, except for (i) issuance of the filing of a pre-merger notification Interim Order and report form by Christiana under the HSR ActFinal Order, (ii) the filing with the Commission of (A) a proxy or information statement relating to Stockholder Approval (such proxy or information statement as amended or supplemented from time to time, the "Proxy Statement"), ASE and (B) such reports under Section 13(a) Commissions of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyProxy Circular, (iii) the filing of the Certificate Articles of Merger Arrangement with the Wisconsin Secretary of State Registrar with respect to the Merger Arrangement as provided in the WGCL ABCA and the Final Order and appropriate documents with the relevant authorities of other states jurisdictions in which Christiana Serac is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices as are set forth in Section 2.2(d) 2 of the Christiana Serac Disclosure Letter.
Appears in 1 contract
No Approvals or Notices Required. No Conflict with Instruments to which Christiana Beaver Lake is a Party. Party The execution and delivery of this Agreement and the Other Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Christiana, Logistic, C2 Beaver Lake or any of their subsidiaries the Beaver Lake Subsidiaries under, any provision of (i) the Christiana Certificate Beaver Lake Articles or bylaws of Christiana, the Certificate of Organization or operating agreement of Logistic or the Articles of Incorporation or bylaws of C2, or any provision of the comparable organizational documents of its subsidiariesBeaver Lake, (ii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Christiana Beaver Lake or its properties or assets, (iii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Logistic or any other Christiana Beaver Lake Subsidiary, or their respective it's properties or assets and (iv) 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 Christiana, Logistic Beaver Lake or C2 or any of their subsidiaries or their respective its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Christiana Beaver Lake MAE. No consent, approval, order or authorization of, xx xxxxstrationor registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), Entity is required by or with respect to Christiana, Logistic or C2 or any of their subsidiaries Beaver Lake in connection with the execution and delivery of this Agreement by Christiana and C2 Beaver Lake or the consummation by Christiana Beaver Lake of the transactions contemplated hereby, except for (i) issuance of the filing of a pre-merger notification Interim Order and report form by Christiana under the HSR ActFinal Order, (ii) the filing with the Commission of (A) a proxy or information statement relating to Stockholder Approval (such proxy or information statement as amended or supplemented from time to time, the "Proxy Statement"), ASE and (B) such reports under Section 13(a) Commissions of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyProxy Circular, (iii) the filing of the Certificate Articles of Merger Arrangement with the Wisconsin Secretary of State Registrar with respect to the Merger Arrangement as provided in the WGCL ABCA and the Final Order and appropriate documents with the relevant authorities of other states jurisdictions in which Christiana Beaver Lake is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices as are set forth in Section 2.2(d) 2 of the Christiana Beaver Lake Disclosure Letter.
Appears in 1 contract
No Approvals or Notices Required. No Conflict with Instruments to which Christiana is a Party. The execution and delivery of this Agreement and the Other Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Christiana, Logistic, C2 or any of their subsidiaries under, any provision of (i) the Christiana Certificate Articles or bylaws of Christiana, the Certificate of Organization or operating agreement of Logistic or the Articles of Incorporation or bylaws of C2, or any provision of the comparable organizational documents of its subsidiaries, (ii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Christiana or its properties or assets, (iii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Logistic or any other Christiana Subsidiary, or their respective properties or assets and (iv) 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 Christiana, Logistic or C2 or any of their subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Christiana MAEXxxxxxxxxx XXX. No consent, approval, order or authorization of, xx xxxxstrationor registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to Christiana, Logistic or C2 or any of their subsidiaries in connection with the execution and delivery of this Agreement by Christiana and C2 or the consummation by Christiana of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by Christiana under the HSR Act, (ii) the filing with the Commission of (A) a proxy or information statement relating to Stockholder Approval (such proxy or information statement as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) the filing of the Certificate of Merger with the Wisconsin Secretary of State with respect to the Merger as provided in the WGCL WBCL and appropriate documents with the relevant authorities of other states in which Christiana is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices as are set forth in Section 2.2(d) of the Christiana Disclosure Letter.
Appears in 1 contract
No Approvals or Notices Required. No Conflict with Instruments to which Christiana is a Party. The execution and delivery of this Agreement and the Other Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Christiana, Logistic, C2 or any of their subsidiaries under, any provision of (i) the Christiana Certificate or bylaws of Christiana, the Certificate of Organization or operating agreement of Logistic or the Articles of Incorporation or bylaws of C2, or any provision of the comparable organizational documents of its subsidiaries, (ii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Christiana or its properties or assets, (iii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Logistic or any other Christiana Subsidiary, or their respective properties or assets and (iv) 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 Christiana, Logistic or C2 or any of their subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Christiana MAEChrixxxxxx XXX. No Xo consent, approval, order or authorization of, xx xxxxstrationor registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to Christiana, Logistic or C2 or any of their subsidiaries in connection with the execution and delivery of this Agreement by Christiana and C2 or the consummation by Christiana of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by Christiana under the HSR Act, (ii) the filing with the Commission of (A) a proxy or information statement relating to Stockholder Approval (such proxy or information statement as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) the filing of the Certificate of Merger with the Wisconsin Secretary of State with respect to the Merger as provided in the WGCL and appropriate documents with the relevant authorities of other states in which Christiana is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices as are set forth in Section 2.2(d) of the Christiana Disclosure Letter.the
Appears in 1 contract