No Conflict, Breach or Default. The execution and delivery of this Agreement and the performance by Ebiz and Merger Sub of its terms do not (a) conflict with or result in a violation of the articles of incorporation or bylaws or other organizational documents of Ebiz or any Subsidiary, (b) violate any order, writ, judgment or decree to which Ebiz or any Subsidiary is a party or is subject, or (c) conflict with or result in a violation of, 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, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Ebiz or any Subsidiary under, any of the terms, conditions or provisions of any note, bond mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to which Ebiz or any Subsidiary is bound or by which Ebiz or any Subsidiary or any of their properties or assets may be bound, except, in the case of this clause (c), where such conflict, violation, default, termination, cancellation or acceleration would not individually or in the aggregate, have a Material Adverse Effect on Ebiz.
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Samples: Agreement and Plan of Merger (Herman Stephen C), Agreement and Plan of Merger (Ebiz Enterprises Inc)
No Conflict, Breach or Default. The execution and delivery of this Agreement and the performance by Ebiz EBIZ and Merger Sub of its terms do not (a) conflict with or result in a violation of the articles of incorporation or bylaws or other organizational documents of Ebiz EBIZ or any EBIZ Subsidiary, (b) violate any order, writ, judgment or decree to which Ebiz EBIZ or any EBIZ Subsidiary is a party or is subject, or (c) conflict with or result in a violation of, 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, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Ebiz EBIZ or any EBIZ Subsidiary under, any of the terms, conditions or provisions of any note, bond bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to which Ebiz EBIZ or any EBIZ Subsidiary is bound or by which Ebiz EBIZ or any EBIZ Subsidiary or any of their properties or assets may be bound, except, in the case of this clause (c), where such conflict, violation, default, termination, cancellation or acceleration would not individually or in the aggregate, have a Material Adverse Effect on EbizEBIZ.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ebiz Enterprises Inc)
No Conflict, Breach or Default. The execution and delivery of this Agreement and the performance by Ebiz and Merger Sub LMI of its the terms hereof do not (a) assuming the approval of this Agreement and the transactions contemplated hereby by LMI's stockholders, conflict with or result in a violation of the articles Certificate of incorporation Incorporation or bylaws or other organizational documents Bylaws of Ebiz or any SubsidiaryLMI, (b) violate any order, writ, judgment or decree to which Ebiz or any Subsidiary LMI is a party or is subject, or (c) conflict with or result in a violation of, 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, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Ebiz or any Subsidiary under, LMI under any of the terms, conditions or provisions of any note, bond bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to which Ebiz or any Subsidiary LMI is bound or by which Ebiz or any Subsidiary LMI or any of their its properties or assets may be bound, bound except, in the case of this clause (c), where such conflict, violation, default, termination, cancellation or acceleration would not not, individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby or on the business, assets, results of operations, financial condition or prospects ("Material Adverse Effect on EbizEffect") of LMI.
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No Conflict, Breach or Default. The execution and delivery of this Agreement and the performance by Ebiz IMPV and Merger Sub of its terms do not (a) conflict with or result in a violation of the articles certificate of incorporation or bylaws or other organizational documents of Ebiz IMPV or any IMPV Subsidiary, (b) violate any order, writ, judgment or decree to which Ebiz IMPV or any IMPV Subsidiary is a party or is subject, or (c) conflict with or result in a violation of, 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, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Ebiz IMPV or any IMPV Subsidiary under, any of the terms, conditions or provisions of any note, bond bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to which Ebiz IMPV or any IMPV Subsidiary is bound or by which Ebiz IMPV or any IMPV Subsidiary or any of their properties or assets may be bound, except, except in the case of this clause (c), where such conflict, violation, default, termination, cancellation or acceleration would not not, individually or in the aggregateaggregate with other defaults, have a Material Adverse Effect on EbizIMPV.
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No Conflict, Breach or Default. The execution and delivery of this Agreement and the performance by Ebiz and Merger Sub LMI of its the terms hereof do not (a) assuming the approval of this Agreement and the transactions contemplated hereby by LMI's stockholders, conflict with or result in a violation of the articles Certificate of incorporation Incorporation or bylaws or other organizational documents Bylaws of Ebiz or any SubsidiaryLMI, (b) violate any order, writ, judgment or decree to which Ebiz or any Subsidiary LMI is a party or is subject, or (c) conflict with or result in a violation of, 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, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Ebiz or any Subsidiary under, LMI under any of the terms, conditions or provisions of any note, bond bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to which Ebiz or any Subsidiary LMI is bound or by which Ebiz or any Subsidiary LMI or any of their its properties or assets may be bound, bound except, in the case of this clause (c), where such conflict, violation, default, termination, cancellation or acceleration would not not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on Ebizthe transactions contemplated hereby or on the business, assets, results of operations, financial condition or prospects ("MATERIAL ADVERSE EFFECT") of LMI.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ebiz Enterprises Inc)