No Breach, Violation or Default. The execution and delivery of this Agreement and the Transaction Agreements by Ramtron do not, and the compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby and thereby by Ramtron (including, without limitation, the issuance and delivery of the Ramtron Shares and the subscription for and payment of the Infineon Shares) will not, (i) conflict with, or constitute a breach or violation of, or a default under, the Certificate of Incorporation or By-Laws of Ramtron, or (ii) conflict with, or constitute a breach or violation of or a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, any law, rule or regulation, any judgment, decree, order, governmental permit or license, or any contract, agreement, deed, indenture or instrument of Ramtron or to which Ramtron or any of its properties or assets is subject, the breach or violation or the default under which would individually or in the aggregate have a material adverse effect on the financial condition of Ramtron taken as a whole or would materially impair the realization of the objects contemplated by this Agreement and the Transaction Agreements, and (iii) the consummation of the transactions contemplated hereby and thereby will not require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the consent or approval of any other party to any such contract, agreement, deed, indenture or instrument, other than such approvals or waivers as are referred to in Section 6 of this Agreement, including the consent of National Electrical Benefit Fund ("NEBF") pursuant to the Amended and Restated Loan Agreement between Ramtron and NEBF, dated August 6, 1999 (the "NEBF Loan Agreement").
Appears in 1 contract
Samples: Share Purchase Agreement (Ramtron International Corp)
No Breach, Violation or Default. The execution and delivery of this ------------------------------- Agreement and the Transaction Agreements by Ramtron Infineon do not, and the compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby by Ramtron Infineon (including, without limitation, the issuance and delivery of the Ramtron Infineon Shares and the subscription for and payment of the Infineon Ramtron Shares) will not, (i) conflict with, or constitute a breach or violation of, or a default under, the Certificate Articles of Incorporation or By-Laws of RamtronIncorporation, or (ii) conflict with, or constitute a breach or violation of or a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, any law, rule or regulation, any judgment, decree, order, governmental permit or license, or any contract, agreement, deed, indenture or instrument of Ramtron Infineon or to which Ramtron Infineon or any of its properties or assets is subject, the breach or violation or the default under which would individually or in the aggregate have a material adverse effect on the financial condition of Ramtron Infineon taken as a whole or would materially impair the realization of the objects contemplated by this Agreement and the Transaction Agreements, and (iii) the consummation of the transactions contemplated hereby and thereby will not require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the consent or approval of any other party to any such contract, agreement, deed, indenture or instrument, other than such approvals or waivers as are referred to in Section 6 of this Agreement, including the consent of National Electrical Benefit Fund ("NEBF") pursuant to the Amended and Restated Loan Agreement between Ramtron and NEBF, dated August 6, 1999 (the "NEBF Loan Agreement").
Appears in 1 contract
Samples: Share Purchase Agreement (Infineon Technologies Ag)
No Breach, Violation or Default. The execution and delivery of this ------------------------------- Agreement and the Transaction Agreements by Ramtron do not, and the compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby and thereby by Ramtron (including, without limitation, the issuance and delivery of the Ramtron Shares and the subscription for and payment of the Infineon Shares) will not, (i) conflict with, or constitute a breach or violation of, or a default under, the Certificate of Incorporation or By-Laws of Ramtron, or (ii) conflict with, or constitute a breach or violation of or a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, any law, rule or regulation, any judgment, decree, order, governmental permit or license, or any contract, agreement, deed, indenture or instrument of Ramtron or to which Ramtron or any of its properties or assets is subject, the breach or violation or the default under which would individually or in the aggregate have a material adverse effect on the financial condition of Ramtron taken as a whole or would materially impair the realization of the objects contemplated by this Agreement and the Transaction Agreements, and (iii) the consummation of the transactions contemplated hereby and thereby will not require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the consent or approval of any other party to any such contract, agreement, deed, indenture or instrument, other than such approvals or waivers as are referred to in Section 6 of this Agreement, including the consent of National Electrical Benefit Fund ("NEBF") pursuant to the Amended and Restated Loan Agreement between Ramtron and NEBF, dated August 6, 1999 (the "NEBF Loan Agreement").
Appears in 1 contract
Samples: Share Purchase Agreement (Infineon Technologies Ag)
No Breach, Violation or Default. The execution and delivery of this Agreement and the Transaction Agreements by Ramtron Infineon do not, and the compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby by Ramtron Infineon (including, without limitation, the issuance and delivery of the Ramtron Infineon Shares and the subscription for and payment of the Infineon Ramtron Shares) will not, (i) conflict with, or constitute a breach or violation of, or a default under, the Certificate Articles of Incorporation or By-Laws of RamtronIncorporation, or (ii) conflict with, or constitute a breach or violation of or a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, any law, rule or regulation, any judgment, decree, order, governmental permit or license, or any contract, agreement, deed, indenture or instrument of Ramtron Infineon or to which Ramtron Infineon or any of its properties or assets is subject, the breach or violation or the default under which would individually or in the aggregate have a material adverse effect on the financial condition of Ramtron Infineon taken as a whole or would materially impair the realization of the objects contemplated by this Agreement and the Transaction Agreements, and (iii) the consummation of the transactions contemplated hereby and thereby will not require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the consent or approval of any other party to any such contract, agreement, deed, indenture or instrument, other than such approvals or waivers as are referred to in Section 6 of this Agreement, including the consent of National Electrical Benefit Fund ("NEBF") pursuant to the Amended and Restated Loan Agreement between Ramtron and NEBF, dated August 6, 1999 (the "NEBF Loan Agreement").
Appears in 1 contract
Samples: Share Purchase Agreement (Ramtron International Corp)