No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will: (i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or bylaws of the Company; (ii) violate any Legal Requirements applicable to the Company; (iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit applicable to the Company; (iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the Company; or (v) require any of the Stockholders or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 6 contracts
Samples: Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 4.5 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation charter or bylaws of the Company;
(ii) violate any Legal Requirements applicable to the Company;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party Party the right to terminate, any Company Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lienLien, charge or other encumbrance on the shares of capital stock or any Property Properties of the Company; or
(v) require any either of the Stockholders Stockholder or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party Party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GenuTec Business Solutions, Inc.), Agreement and Plan of Merger (GenuTec Business Solutions, Inc.)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 3.05 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(ia) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation charter or bylaws of the Company;
(iib) violate any Legal Requirements applicable to the Company;
(iiic) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit binding upon or applicable to the Company;
(ivd) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property Properties of the Company; or
(ve) require any of the Stockholders Seller or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (E Com Ventures Inc), Stock Purchase Agreement (Envision Development Corp /Fl/)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 4.5 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation charter or bylaws of the Company;
(ii) violate any Legal Requirements applicable to the Company;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party Party the right to terminate, any Company Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lienLien, charge or other encumbrance on the shares of capital stock or any Property Properties of the Company; or
(v) require any either of the Company Stockholders or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party Party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)
No Company Defaults or Consents. Except as otherwise set forth in Company Schedule 3.04 attached 3.4 hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(ia) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or bylaws of the CompanyOrganizational Documents;
(iib) violate any Legal Requirements applicable to the Company;
(iiic) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit binding upon or applicable to the Company;
(ivd) result in the termination of any Contract of the Company, or require the payment of any fees, Taxes or assessments, pursuant to any federal, state or local program or initiative, (i) relating to minority owned or small disadvantaged businesses, or (ii) based upon some other status of business ownership;
(e) result in the creation of any lien, charge or other encumbrance Lien on the shares of capital stock or any Property Properties of the CompanyCompany other than any Liens that result from the Buyer’s acquisition of the Shares; or
(vf) require any of the Stockholders Sellers or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (McMahon Brian P), Stock Purchase Agreement (FTE Networks, Inc.)
No Company Defaults or Consents. Except for filings and authorizations under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") or as otherwise set forth in Schedule 3.04 3.5 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation charter or bylaws of the Company;
(ii) violate any Legal Requirements applicable to the Company;
(iii) except with respect to the Leases (as hereinafter defined), violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property Properties of the Company; or
(v) except with respect to the Leases, require any of the Stockholders or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sunglass Hut International Inc)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 3.05 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles certificate of Incorporation incorporation or bylaws of the CompanyCompany or the Subsidiary;
(ii) violate any Legal Requirements applicable to the CompanyCompany or the Subsidiary;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit applicable to the CompanyCompany or the Subsidiary;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the CompanyCompany or the Subsidiary; or
(v) require any of the Stockholders Sellers, the Company or the Company Subsidiary to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company and the Subsidiary as set forth in Schedule 3.04 3.05 shall be obtained and copies thereof delivered to GRS the Buyer upon execution of this Agreement; except in the case of each of clauses (ii)-(v) for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, result in a material adverse effect on the Company.
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (Neff Corp)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 3.05 attached heretohereto (the “Required Consents”), neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation charter or bylaws of the CompanyCompany or the Seller;
(ii) violate any Legal Requirements applicable to the CompanyCompany or the Seller;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company material Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property Properties of the Company; or
(v) require any of either the Stockholders Seller or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Empire Financial Holding Co)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles articles of Incorporation incorporation or bylaws of the any Company;
(ii) violate any Legal Requirements applicable to the any Company;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit applicable to the any Company;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the any Company; or
(v) require the Shareholder or any of the Stockholders or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company Companies as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Roofing Services Inc)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached heretohereto and subject to the entry and provisions of a final and non-appealable order confirming the Plan (the "Confirmation Order") and assuming that the consents, approvals or authorizations of, or declarations or filings with the Bankruptcy Court have been made or obtained and shall remain in full force and effect, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or bylaws Bylaws of the Company;
(ii) violate any Legal Requirements applicable to the Company;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the Company; or
(v) require any of the Stockholders Shareholders or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS 2Connect upon execution of this Agreement.
Appears in 1 contract
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or bylaws By-laws of the CompanyRCC or RCRR;
(ii) violate any Legal Requirements applicable to the CompanyRCC or RCRR;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit applicable to the CompanyRCC or RCRR;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the CompanyRCC or RCRR; or
(v) require any of the Stockholders or the Company RCC or RCRR to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by RCC or RCRR prior to the Company Closing as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Roofing Services Inc)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or bylaws By-laws of the Company;
(ii) violate any Legal Requirements applicable to the Company;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the Company; or
(v) require any of the Stockholders or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Roofing Services Inc)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached hereto, neither Neither the execution and delivery of this Agreement by the Sellers nor the carrying out by the Sellers of any of the transactions contemplated hereby will:
(ia) violate or conflict with any of the terms, conditions or provisions of the Articles certificate of Incorporation incorporation or bylaws of the Company;
(iib) violate any Legal Requirements applicable to the CompanyCompany in a manner which would have a Material Adverse Effect;
(iiic) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit binding upon or applicable to the Company, which violation, conflict, breach, default, acceleration or right would have a Material Adverse Effect;
(ivd) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property Properties of the Company; or
(ve) require any of the Stockholders Seller or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 1 contract
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or bylaws of the Company;
(ii) violate any Legal Requirements applicable to the CompanyCompany ;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the Company; or
(v) require any of the Stockholders or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Roofing Services Inc)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or bylaws of the CompanyCompany or any Subsidiary;
(ii) violate any Legal Requirements applicable to the CompanyCompany or any Subsidiary;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit applicable to the CompanyCompany or any Subsidiary;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the CompanyCompany or any Subsidiary; or
(v) require any of the Stockholders or the Company or any Subsidiary to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company or any Subsidiary as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Roofing Services Inc)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 3.05 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation charter or bylaws of the Company;
(ii) violate any Legal Requirements applicable to the Company;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property Properties of the Company; or
(v) require any of the Stockholders Sellers or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
Appears in 1 contract