No Company Defaults or Consents. Except as otherwise set forth in Schedule 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 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 Contract or Permit binding upon or applicable to the Company; (iv) result in the creation of any lien, charge or other encumbrance on any Properties of the Company; or (v) require any of the 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.
Appears in 1 contract
Samples: Merger Agreement (Spectrum Sciences & Software Holdings Corp)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 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 Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on any Properties of the Company; or
(v) require any either of the Shareholders 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Xstream Beverage Group Inc)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 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 Articles of incorporation 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 Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on any Properties of the Company; or
(v) require any of the 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.
Appears in 1 contract
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 attached hereto, neither 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 Certificate of incorporation Incorporation or bylaws Operating Agreement of the Company;
; (ii) violate any Legal Requirements laws 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 Contract or Permit binding upon or applicable to the Company;
; (iv) result in the creation of any lien, charge or other encumbrance on any Properties of the Company; or
or (v) require any either of the Shareholders 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 Authoritygovernmental agency.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Coach Industries Group Inc)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 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) 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 Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on any Properties of the Company; or
(v) require any of the Shareholders Shareholder 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Empire Financial Holding Co)
No Company Defaults or Consents. Except as otherwise set forth in disclosed on Schedule 3.5 attached hereto3.05, neither the Conversion, nor 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 any organizational document of incorporation Company or bylaws of the Company's partnership agreement;
(ii) violate any Legal Requirements applicable to the Company;
(iii) violate, conflict with, result in a breach of, constitute a material 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 Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on any Properties of the Company; or
(v) require any of the Shareholders Owners 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.
Appears in 1 contract
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 attached hereto, neither 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 Contract or Permit binding upon or applicable to the Company;
(ivd) result in the creation of any lien, charge or other encumbrance on any Properties of the Company; or
(ve) require any either of the Shareholders 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.
Appears in 1 contract
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 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 conditions, or provisions of the articles of incorporation or bylaws organization 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 Contract or Permit binding upon or applicable to the Company;
(ivd) result in the creation of any lien, charge charge, or other encumbrance on any Properties of the Company; or
(ve) require any of either the Shareholders Members or the Company to obtain or make any waiver, consent, action, approval approval, or authorization of, or registration, declaration, notice notice, or filing with, any private non-governmental third party or any Governmental Authority.
Appears in 1 contract
Samples: Asset Purchase Agreement (Smith & Wesson Holding Corp)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 attached hereto, neither 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 Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance Lien on any Properties of the Company; or
(v) require any either of the Shareholders 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bella Viaggio, Inc.)
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 attached hereto, neither (i) Neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(i1) violate or conflict with any of the terms, conditions or provisions of the articles Company's Certificate of incorporation Incorporation or bylaws of the Company;
(ii2) violate any Legal Requirements applicable to the CompanyCompany or its Affiliates;
(iii3) 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 Contract or Permit binding upon or applicable to the CompanyCompany or its Affiliates;
(iv4) result in the creation of any lien, charge or other encumbrance on any Properties properties of the CompanyCompany or its Affiliates; or
(v5) require any of the Shareholders Sellers or the Company its Affiliates 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (G Willi Food International LTD)