Common use of No Conflict; Consents and Approvals Clause in Contracts

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub II, and the consummation by each of Parent, Merger Sub I and Merger Sub II of the Transactions, do not and will not (i) conflict with or violate the Parent Charter, the Parent Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any Law, in each case that is applicable to any Parent Company or by which any of its assets or properties is subject or bound, (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 payment or loss of a benefit under, or give rise to any right of termination, cancellation, or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the material properties or assets of any of the Parent Companies, other than, in the case of clauses (ii), (iii), (iv) and (v) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub II, and the consummation by each of Parent, Merger Sub I and Merger Sub II of the Share Issuance and the Transactions, do not and will not (i) conflict with or violate the Parent Charter, the Parent Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any Law, in each case that is applicable to any Parent Company or by which any of its assets or properties is subject or bound, (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 payment or loss of a benefit under, or give rise to any right of termination, cancellation, or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the material properties or assets of any of the Parent Companies, other than, in the case of clauses (ii), (iii), (iv) and (v) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub IIPartnership, and the consummation by each of Parent, Merger Sub I and Merger Sub II Partnership of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Parent Chartercertificate of formation or limited liability company agreement or equivalent organizational documents of Parent, the Parent BylawsMerger Sub or Merger Partnership, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vxi) of Section 4.4(b4.3(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to any Parent Company Parent, Merger Sub or Merger Partnership or by which any of its assets their respective properties are bound or properties is subject or bound, (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 payment or the loss of a benefit under, or terminate or give rise to any right of termination, vesting, cancellation, amendment, notification, purchase or sale (including any purchase option, option to sell, right of first refusal, right of first offer, right of first negotiation or similar option or right) under, or acceleration of, any Contract that to which Parent or Merger Partnership is material to the business of the Parent Companiesa party or by which Parent, (iv) result in any breach Merger Sub or violation of any Parent Stock Plans (including any award agreement thereunder), Merger Partnership or (v) result in the creation of any Lien upon any of the material their respective properties or assets of any of the Parent Companiesare bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub IILLC, and the consummation by each of Parent, Merger Sub I and Merger Sub II LLC of the Transactions, do not and will not (i) subject to any required approval by the SEC pursuant to Section 19(b) of the Exchange Act and Rule 19b-4 thereunder of the Merger, the Subsequent Merger, and any related amendments to the governance documents and rules of the Parent Companies or the Acquired Companies, conflict with or violate the Parent Charter, the Parent BylawsBylaws or the comparable charter or organizational documents of any Material Parent Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any Law, in each case that is applicable to any Parent Company or by which any of its assets or properties is subject or bound, (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 payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that is material to the business of the Parent CompaniesMaterial Contract, (iv) result in any breach or violation of any Parent Stock Plans Plan (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the material properties or assets of any of the Parent Companies, other than, in the case of clauses (ii), (iii), (iv) and (viv) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub IIdoes not, and the consummation of the Offer, the Merger (subject to the approval of the “plan of merger” (as such term is used in Chapter 23B.11 of the WBCA, if required by the WBCA) contained in this Agreement by the Company Shareholder Approval) and the other transactions contemplated hereby and compliance by each of Parent, Merger Sub I Parent and Merger Sub II of with the Transactions, do not and provisions hereof will not (i) violate or conflict with the articles of incorporation or violate the bylaws (or similar organizational documents) of Parent Charter, the Parent Bylawsand Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any Law, in each case that is applicable to any Parent Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become both) under, or give rise to a default)right of, or result in a right in, termination, cancellation, modification or acceleration of payment any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation, or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien in or upon any of the material properties, assets or rights of Parent or Merger Sub under, or require any consent, waiver or approval of any Person pursuant to, any provision of any Contract to which Parent or Merger Sub is a party by which Parent, Merger Sub or any of their respective properties or assets of may be bound or (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), violate or conflict with any Law applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of the Parent Companiestheir respective properties or assets may be bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, any such items that, as individually or in the aggregate, have has not had, had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub IISub, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws of Parent Charter, the Parent Bylawsor Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viii) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any LawLaw or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to any Parent Company or Merger Sub or by which any of its assets their respective properties are bound or properties is subject or bound, (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 that to which Parent or Merger Sub is material to the business a party or by which Parent or Merger Sub or any of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder)their respective properties are bound, or (viv) result in the creation of any Lien upon any of the material properties or assets of any of Parent or Merger Sub (including the Parent Companies, other thanAcquired Companies following the Effective Time) except, in the case of clauses (ii), (iii), ) and (iv) and (v) aboveof this paragraph, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub IIBuyer, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II Buyer of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Parent Chartertheir respective articles of association, the Parent Bylawsarticles of incorporation or similar constitutional documents, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viv) of Section 4.4(b5.3(b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any LawLaw or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to any Parent Company or Buyer or by which any of its assets or their respective properties is subject or are bound, or (iii) require notice to or the consent of any Person under, result in any breach or violation of, of or constitute a default (or an event which that with notice or lapse of time or both would become a default), or result in a right impair Parent’s or Buyer’s rights or alter the rights or obligations of payment or loss of a benefit any third party under, or give rise to any right third party any rights of termination, cancellationamendment, payment, acceleration or cancellation of, or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any a Lien upon on any of the material properties or assets (including intangible assets) of Parent or Buyer pursuant to, any permit, franchise or Contract to which Parent or Buyer is a party or by which Parent or Buyer or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the Parent Companiesright to exercise, other thanany preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Parent, Buyer or any of their respective assets or properties, except in the case of the preceding clauses (ii), (iii), ) and (iv) and (v) above, any such items that, individually or in the aggregate, have not had, and as would not reasonably be expected to have, individually or in the aggregate, a Parent Buyer Material Adverse Effect.