Common use of No Conflict; Governmental and Other Consents Clause in Contracts

No Conflict; Governmental and Other Consents. (a) The execution, delivery and performance by Hightimes of this Agreement and other Transaction Documents, the issuance of the Merger Consideration and the consummation of the other transactions contemplated hereby or thereby do not and will not (i) result in the violation of any Law by which Hightimes is bound, (ii) conflict with or violate any provision of the Charter Documents of Hightimes, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any rights of termination, amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any Contract to which Hightimes is a party or by which it is bound or to which its properties or assets are subject, except for any breach, violation or default that would not constitute a Hightimes Material Adverse Effect. The execution, delivery and performance by Merger Sub of this Agreement and other Transaction Documents and the consummation of the other transactions contemplated hereby or thereby do not and will not (i) result in the violation of any Law by which Merger Sub is bound, (ii) conflict with or violate any provision of the Charter Documents of Merger Sub, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any rights of termination, amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any Contract to which Merger Sub is a party or by which it is bound or to which its properties or assets are subject. (b) No approval by the stockholders of Hightimes or Merger Sub is required to be obtained by Hightimes or Merger Sub in connection with the authorization, execution, delivery and performance of this Agreement or in connection with the authorization, delivery and issuance of the Merger Consideration, except as has been previously obtained. (c) Except for (i) obtaining the BCC Approval and any other consents of Governmental Authorities, and (ii) obtaining the consent of ExWorks, no consent, approval, authorization or other order of any Governmental Authority or any other Person is required to be obtained by Hightimes or Merger Sub in connection with the authorization, execution, delivery and performance of this Agreement or in connection with the authorization, delivery, and issuance of the Merger Consideration.

No Conflict; Governmental and Other Consents. (a) The execution, execution and delivery and performance by Hightimes the Company of this Agreement and other Transaction Documents, the issuance of the Merger Consideration Notes and the consummation of the other transactions contemplated hereby or and thereby do not and will not (i) result in the violation of (i) assuming the accuracy of the representations and warranties of each Purchaser, any Law law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which Hightimes the Company is boundbound (including federal and state securities laws and regulations and the rules and regulations of the Nasdaq Global Market (“Nasdaq”)), or (ii) conflict with or violate of any provision of the Charter Documents Certificate of HightimesIncorporation or Bylaws of the Company, or (iii) and will not conflict with with, or result in a breach or violation of of, any of the terms or provisions of, or constitute (with or without due notice or lapse of time or both) a default under or give to others any rights of termination, amendment, acceleration or cancellation (with of, any lease, loan agreement, mortgage, security agreement, trust indenture or without due notice, lapse of time other agreement or both) under any Contract instrument to which Hightimes the Company is a party or by which it is bound or to which any of its properties or assets are is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company, except for in each case to the extent that any breachsuch violation, violation conflict or default that breach would not constitute be reasonably likely to have a Hightimes Material Adverse Effect. The execution, delivery and performance by Merger Sub of this Agreement and other Transaction Documents and the consummation of the other transactions contemplated hereby or thereby do not and will not (i) result in the violation of any Law by which Merger Sub is bound, (ii) conflict with or violate any provision of the Charter Documents of Merger Sub, or (iii) conflict with or result in a breach or violation No holder of any of the terms securities of the Company or provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any subsidiaries has any rights (“demand,” “piggyback” or otherwise) to have such securities registered by reason of terminationthe intention to file, amendmentfiling or effectiveness of a Registration Statement (as defined in Section E hereof), acceleration or cancellation (with or without due notice, lapse other than the registration rights of time or both) the other Purchasers purchasing Notes in the Offering. The Company is eligible to register its Common Stock for resale by the Purchasers on Form S-3 promulgated under any Contract to which Merger Sub is a party or by which it is bound or to which its properties or assets are subjectthe Securities Act. (b) No approval by Assuming the stockholders of Hightimes or Merger Sub is required to be obtained by Hightimes or Merger Sub in connection with the authorization, execution, delivery and performance of this Agreement or in connection with the authorization, delivery and issuance accuracy of the Merger Consideration, except as has been previously obtained. (c) Except for (i) obtaining the BCC Approval representations and any other consents warranties of Governmental Authorities, and (ii) obtaining the consent of ExWorkseach Purchaser party hereto, no consent, approval, authorization or other order of any Governmental Authority governmental authority or any other Person third-party is required to be obtained by Hightimes or Merger Sub the Company in connection with the authorization, execution, execution and delivery and performance of this Agreement or in connection with the authorization, deliveryissue and sale of the Securities, except such post-Closing filings as may be required to be made with the SEC, and issuance with any state or foreign blue sky or securities regulatory authority, or as would not be reasonably likely to have a Material Adverse Effect on the Company. The Company is not in violation of the Merger Considerationlisting requirements of Nasdaq in any material respect and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.

No Conflict; Governmental and Other Consents. (a) The execution, delivery and performance by Hightimes Chindex and the other Chindex Parties of this Agreement and the other Transaction Documents, the issuance of the Merger Consideration Agreements to which a Chindex Party is a party and the consummation of the other transactions contemplated hereby or and thereby do not and will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, deed of trust, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Chindex or any of its Affiliates or result in the creation of any liens upon any of the properties or assets of Chindex or any of its Affiliates, (ii) subject to the receipt of the Chindex Governmental Approvals (if any), result in the violation of any Law by which Hightimes is bound, (ii) conflict with or violate any provision of the Charter Documents of Hightimesapplicable Law, or (iii) conflict with or result in a breach or any violation of any provision of the terms Charter Documents or provisions business license of Chindex or JVCO or any Affiliate of Chindex or JVCO, in each case as amended, other than, in the case of clauses (i), (ii) and (iii), any such violation, default, termination, cancellation, acceleration, loss or lien that would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the consummation of the transactions contemplated in this Agreement or any of the other Transaction Agreements or the performance by Chindex or any other Chindex Party of its obligations hereunder or thereunder. (b) Except as Previously Disclosed and except for matters described in clauses (i), (ii) and (iii) below, neither Chindex nor any of its Affiliates is required to obtain any consent, approval, or act of, or constitute (waiver, authorization or order of, give any notice to, or make any filing or registration with, any Governmental Authority or other Person pursuant to any Law or requirement in effect on the date hereof in connection with or without due notice or lapse of time or both) a default or give to others any rights of termination, amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any Contract to which Hightimes is a party or by which it is bound or to which its properties or assets are subject, except for any breach, violation or default that would not constitute a Hightimes Material Adverse Effect. The the execution, delivery and performance by Merger Sub Chindex or any other Chindex Party of this Agreement and or any of the other Transaction Documents Agreements (it being understood that this representation as to consents, approvals, waivers, authorizations and orders of Governmental Authorities outside of the United States, Hong Kong and China is to the knowledge of Chindex), except, in each case, for such consents, approvals, waivers, authorizations, orders, notices or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the consummation of the other transactions contemplated hereby in this Agreement or thereby do any of the other Transaction Agreements or the performance by Chindex of its obligations hereunder or thereunder (collectively, the “Chindex Governmental Approvals”), except that the Chindex Governmental Approvals shall not and will not include (i) result in any disclosure filings as may be required to be made with the violation of SEC, NASDAQ and with any Law by which Merger Sub is boundstate or foreign blue sky or securities regulatory authority, (ii) conflict with any filings, consents, approvals, act, waivers, authorizations, orders, notices or violate any provision of registrations (if any) contemplated by the Charter Documents of Merger SubChuangxin Share Transfer Agreement, or (iii) conflict with any consent, approval, or result in a breach or violation of any of the terms or provisions act of, or constitute (waiver, authorization, order of or notice to, or filing or registration with the PRC or without due any Governmental Authority within the PRC or any consent, approval, or act of, or waiver, authorization, order of or notice to, or lapse of time filing or both) a default or give to others registration with any rights of termination, amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any Contract to which Merger Sub is a party or by which it is bound or to which its properties or assets are subject. (b) No approval by the stockholders of Hightimes or Merger Sub is Governmental Authority required to be obtained by Hightimes Fosun or Merger Sub in connection with Warrantor or any of their Affiliates pursuant to the authorization, execution, delivery and performance of this Agreement or in connection with the authorization, delivery and issuance of the Merger Consideration, except as has been previously obtainedChuangxin Share Transfer Agreement. (c) Except for (i) obtaining Chindex has Previously Disclosed to the BCC Approval Fosun Parties a true and any other consents complete list of all Chindex Governmental Authorities, and (ii) obtaining the consent of ExWorks, no consent, approval, authorization or other order Approvals. Chindex is not aware of any matter which might cause any of the Chindex Governmental Authority or any other Person is required Approvals not to be obtained by Hightimes or Merger Sub in connection with might cause such approval to include the authorization, execution, delivery and performance imposition of this Agreement or in connection with the authorization, delivery, and issuance of the Merger Considerationany Substantial Detriment.