Common use of No Conflict; Board and Stockholder Approval Clause in Contracts

No Conflict; Board and Stockholder Approval. (a) Except as set forth in Section 5.07(a) of the Xxxxxx Disclosure Letter, the execution, delivery and performance by Xxxxxx of this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party will not, (i) subject to receipt of the Xxxxxx Stockholder Approval, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Xxxxxx; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require any consent or notification under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien upon any of the capital stock of Xxxxxx or its Subsidiaries or upon any of the properties of Xxxxxx or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Xxxxxx or any of its Subsidiaries under, any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Xxxxxx or any of its Subsidiaries is a party, or by which Xxxxxx or any of its Subsidiaries or any of their properties may be bound or affected; or (iii) subject to the filings and other matters referred to in Section 5.07(b), contravene or conflict with or constitute a violation of any provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to Xxxxxx or any of its Subsidiaries, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, has not had and is not reasonably likely to have a Xxxxxx Material Adverse Effect. (b) Neither the execution and delivery by Xxxxxx of this Agreement or the other Transaction Agreements to which it is or, as of the Effective Time, will be a party nor the consummation or performance by Xxxxxx of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will require any consent, approval, qualification or authorization of, or filing or registration with, any Governmental Authority, other than (i) filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Exchange Act, the Securities Act of 1933 as amended (the “Securities Act”) or applicable state securities and “Blue Sky” laws (collectively, the “Regulatory Filings”) and (ii) the filing of the Xxxxxx Certificate of Merger with the Secretary of State of the State of Delaware, except for any consent, approval, qualification or authorization the failure to obtain which, and for any filing or registration the failure to make which, has not had and is not reasonably likely to have a Xxxxxx Material Adverse Effect. (c) The Board of Directors of Xxxxxx, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has approved this Agreement and each of the Transaction Agreements to which it is, or as of the Effective Time will be, a party and the transactions contemplated hereby and thereby, and has determined that the Xxxxxx Merger and this Agreement are advisable, and subject to the provisions of Section 7.02(b), resolved to recommend the approval of the Xxxxxx Merger by the stockholders of Xxxxxx. The only vote of the holders of any class or series of Xxxxxx capital stock necessary to approve any transaction contemplated by this Agreement is the affirmative vote in favor of the adoption of this Agreement by the holders of at least a majority of the shares of Xxxxxx Common Stock outstanding as of the record date (the “Xxxxxx Record Date”) for the meeting of Xxxxxx stockholders (the “Xxxxxx Stockholder Approval”).

No Conflict; Board and Stockholder Approval. (a) Except as set forth in Section 5.07(a6.08(a) of the Xxxxxx NAM Disclosure Letter, the execution, delivery and performance by Xxxxxx and NAM of this Agreement and the other Transaction Agreements to which it each is, or at the Effective Time will be, a party will not, (i) subject to receipt of the Xxxxxx Stockholder Approval, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of XxxxxxXxxxxx or NAM; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require any consent or notification under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien upon any of the capital stock of Xxxxxx Xxxxxx, XXX or its Subsidiaries their respective Subsidiaries, or upon any of the properties of Xxxxxx Xxxxxx, XXX or its their respective Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Xxxxxx Xxxxxx, XXX or any of its their respective Subsidiaries under, any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Xxxxxx Xxxxxx, XXX or any of its their respective Subsidiaries is a party, or by which Xxxxxx Xxxxxx, XXX or any of its their respective Subsidiaries or any of their properties may be bound or affected; or (iii) subject to the filings and other matters referred to in Section 5.07(b6.08(b), contravene or conflict with or constitute a violation of any provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to Xxxxxx Xxxxxx, XXX or any of its their respective Subsidiaries, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, has not had and is not reasonably likely to have a Xxxxxx NAM Material Adverse Effect. (b) Neither the execution and delivery by Xxxxxx and NAM of this Agreement Agreement, or the other Transaction Agreements to which it is or, as of the Effective Time, will be a party party, nor the consummation or performance by Xxxxxx any of them of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will require any consent, approval, qualification or authorization of, or filing or registration with, any Governmental Authority, other than (i) filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Exchange Act, the Securities Act of 1933 as amended (the “Securities Act”) or applicable state securities and “Blue Sky” laws (collectively, the “Regulatory Filings”) , and (ii) the filing of the Xxxxxx NAM Certificate of Merger with the Secretary of State of the State of Delaware, except for any consent, approval, qualification or authorization the failure to obtain which, and for any filing or registration the failure to make which, has not had and is not reasonably likely to have a Xxxxxx NAM Material Adverse Effect. (c) The Board Boards of Directors or comparable governing bodies of Xxxxxx, XXX and each other Subsidiary of Xxxxxx that is a party to the other Transaction Agreements, and the vote or consent of which is required in connection with this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby, by resolutions adopted at a meeting duly called and held (or by written consent) and not subsequently rescinded or modified in any way, has have approved this Agreement and each of the Transaction Agreements to which it isis or, or as of the Effective Time Time, will be, be a party and the transactions contemplated hereby and thereby. SESI, and the sole shareholder of NAM has determined that the Xxxxxx Merger and approved this Agreement are advisable, and subject to the provisions of Section 7.02(b), resolved to recommend the approval of the Xxxxxx Merger by the stockholders of Xxxxxxtransactions contemplated hereunder. The only No vote of the holders of any class or series of Xxxxxx capital stock of Xxxxxx is necessary to approve any transaction contemplated by this Agreement is the affirmative vote in favor of the adoption of this Agreement by the holders of at least a majority of the shares of Xxxxxx Common Stock outstanding as of the record date (the “Xxxxxx Record Date”) for the meeting of Xxxxxx stockholders (the “Xxxxxx Stockholder Approval”)Agreement.