No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), any Law applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (SP Bancorp, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles certificate of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b5.3(b), any Law or any rule or regulation of the NYSE applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ArcSight Inc), Agreement and Plan of Merger (Hewlett Packard Co)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the limited liability company agreement, articles of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), any Law applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Southeastern Grocers, LLC), Agreement and Plan of Merger (Winn Dixie Stores Inc)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the CVR Agreement by each of Parent and Merger Sub does not and will not, respectively, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles of incorporation or bylaws (or similar organizational documents) documents of Parent or Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b5.3(b), any Law applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rain Oncology Inc.), Agreement and Plan of Merger (Jounce Therapeutics, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, material modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub any of its Subsidiaries under, or give rise to to, any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws (or similar organizational documents) Bylaws of Parent or Merger Sub, (ii) any Parent Material Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b4.5 and Section 5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or Merger Sub any of its Subsidiaries, or by which ParentParent or any of its Subsidiaries, Merger Sub or any of their respective properties or assets assets, may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub any of its Subsidiaries under, or give rise to to, any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) Parent’s Organizational Documents or the articles Organizational Documents of incorporation or bylaws (or similar organizational documents) any Subsidiary of Parent or Merger SubParent, (ii) any Parent Material Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b4.5 and Section 5.5(b), any Law or any rule or regulation of Nasdaq applicable to Parent or Merger Sub any of its Subsidiaries, or by which ParentParent or any of its Subsidiaries, Merger Sub or any of their respective properties or assets assets, may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has would not had and would not reasonably be expected to have be material to Parent and its Subsidiaries, taken as a Material Adverse Effect on Parentwhole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles certificate of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any material Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), any material Law or any rule or regulation of the New York Stock Exchange applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aruba Networks, Inc.), Agreement and Plan of Merger (Hewlett Packard Co)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of not (i) conflict with or violate the articles certificate of incorporation or bylaws (or similar organizational comparable charter documents) of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent, Parent or Merger Sub or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), any Law applicable to of Parent or Merger Sub or (including the Acquired Companies following the payment by which Parent, Merger Sub or any of their respective properties or assets may be bound, except asfor Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iii)iv) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trustco Holdings, Inc.), Agreement and Plan of Merger (Health Fitness Corp /MN/)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien Lien, other than Permitted Liens, in or upon any of the properties, assets or rights of Parent or Merger Sub any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles of incorporation Parent Charter or bylaws (or similar organizational documents) of Parent or Merger SubArticles, (ii) any Contract to which Parent the Merger Sub Charter or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound Bylaw or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), any Law applicable to Parent or Merger Sub its Subsidiaries or by which Parent, Merger Sub Parent or its Subsidiaries or any of their respective properties or assets may be bound, except asexcept, in the case of clauses (ii) and clause (iii), individually or in the aggregate, as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Medical Alert Corp)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws (or similar organizational documents) Bylaws of Parent or Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Parent, First Merger Sub does and Second Merger Sub do not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub Subs under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws (or similar organizational documents) Bylaws of Parent or First Merger Sub, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any Contract to which Parent Parent, First Merger Sub or Second Merger Sub is a party or by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.3(b5.5(b), any Law or any rule or regulation of Nasdaq applicable to Parent or Merger Sub Subs or by which Parent, Merger Sub Subs or any of their respective properties or assets may be bound, except as, in the case of clauses (iiiii) and (iiiiv), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Parentbe material.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aileron Therapeutics Inc)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), any Law applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Parent.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and the Merger Sub Subs does not, and the consummation of the Merger Mergers and the other transactions contemplated hereby Transactions and compliance by each of Parent and the Merger Sub Subs with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or the Merger Sub Subs under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws (or similar organizational documents) Bylaws of Parent or Merger SubSub I or the Certificate of Formation or limited liability company agreement of Merger Sub II, (ii) any material Contract to which Parent or the Merger Sub Subs is a party or by which Parent, the Merger Sub Subs or any of their respective properties or assets may be bound bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or the Merger Sub Subs or by which Parent, the Merger Sub Subs or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reneo Pharmaceuticals, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent Parent, First Merger Sub and Second Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub Subs under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws (or similar organizational documents) Bylaws of Parent or First Merger Sub, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any Material Contract to which Parent Parent, First Merger Sub or Second Merger Sub is a party or by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.3(b)4.4, any material Law or any rule or regulation of Nasdaq applicable to Parent or Merger Sub Subs or by which Parent, Merger Sub Subs or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NeuroBo Pharmaceuticals, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Parent, First Merger Sub does and Second Merger Sub do not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub Subs under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws (or similar organizational documents) Bylaws of Parent or First Merger Sub, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any material Contract to which Parent Parent, First Merger Sub or Second Merger Sub is a party or by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.3(b)4.5, any material Law or any rule or regulation of Nasdaq applicable to Parent or Merger Sub Subs or by which Parent, Merger Sub Subs or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Catabasis Pharmaceuticals Inc)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), any Law or any rule or regulation of the London Stock Exchange applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Wagering Inc)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent Parent, Assertio and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent Parent, Assertio and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent Parent, Assertio or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws (or similar organizational documents) Bylaws of Parent Parent, Assertio or Merger Sub, (ii) any material Contract to which Parent Parent, Assertio or Merger Sub is a party or by which Parent, Assertio, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b)4.4, any material Law or any rule or regulation of Nasdaq applicable to Parent Parent, Assertio or Merger Sub or by which Parent, Assertio, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a an Assertio Material Adverse Effect on ParentEffect.
Appears in 1 contract
