No Conflict; No Consent. Except to the extent that the By- ----------------------- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any Subsidiary, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its Subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell the Shares or to consummate the transactions contemplated hereby, other than (A) as may be required by the Xxxx-Xxxxx-Xxxxxx Act, (B) as a result of the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (C) the listing requirements of the NASDAQ SmallCap ------------ Market, or except where the failure to make or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effect.
No Conflict; No Consent. Subject to the receipt of a waiver ----------------------- from the lenders under the Company's credit facility, which waiver the Company has been orally advised will be forthcoming promptly, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any subsidiary of the Company under (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any subsidiary of the Company, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization of qualification from any Authority, of the Company or any subsidiary of the Company or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its subsidiaries, taken as a whole. Other than as a result of the reporting requirements of the Exchange Act, no consent, approval, order or authorization of, or registration, declaration, filing or notice to, any Authority is required to be made or obtained by the Company or any subsidiary of the Company in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby.
No Conflict; No Consent. The execution and delivery of this ----------------------- Agreement and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Stockholder under (i) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any federal, state, local or foreign governmental or regulatory authority (each an "Authority"), of the Stockholder or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Stockholder is a party or by which it is bound, other than, in the case of clause (i) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Stockholder. Other than as a result of the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, ------------ approval, order or authorization of, or registration, declaration, filing or notice to, any Authority is required to be made or obtained by the Stockholder in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby.
No Conflict; No Consent. The execution and delivery of this ----------------------- Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Purchaser under, (i) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Purchaser or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Purchaser is a party or by which he is bound. Other than as required by the Xxxx-Xxxxx-Xxxxxx Act or as a result of the reporting requirements of the Exchange Act, no consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority is required to be made or obtained by the Purchaser in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby.
No Conflict; No Consent. The execution and delivery of this ----------------------- Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Purchaser under, (i) any provision of the charter and by-laws or similar constituent documents of the Purchaser, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Purchaser or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Purchaser is a party or by which it is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. Other than as a result of the reporting requirements of the Exchange Act, no consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority is required to be made or obtained by the Purchaser in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby.
No Conflict; No Consent. The execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Purchaser under, (i) any provision of the certificate of organization and limited liability company agreement or similar constituent documents of the Purchaser, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Purchaser or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Purchaser is a party or by which it is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. Other than as required by the Hart-Scott-Rodino Act or as a result of the reporting requiremexxx xx xxx Xxxxxxge Act, no consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority is required to be made or obtained by the Purchaser in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby.
No Conflict; No Consent. The consummation of the transactions contemplated herein do not conflict with, or result in any violation of any material agreement to which the Buyer is a party or by which it or any of its properties are bound, or any judgment, decree, order, statute, law, ordinance, rule or regulation applicable to the Buyer of any court or other governmental authority. No consent, approval, order or authorization of, or registration, declaration or filing with, any U.S. governmental or regulatory agency or authority is required to be made or obtained by the Buyer in order to execute and deliver this Agreement or to consummate the transactions contemplated hereby.
No Conflict; No Consent. The execution, delivery and performance by the Company of this Agreement and consummation by the Company of the Transaction do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on the Company; (ii) violate any provision of any federal or state statute, rule or regulation which is, to the Company’s knowledge, applicable to the Company; (iii) conflict with, or result in any violation of, any provision of any organizational document of the Company; or (iv) violate or result in a default under any material contract to which the Company or any of the Company’s assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other person not a party hereto is required for the execution, delivery and performance by the Company of this Agreement or the consummation of the Transaction, other than as may be required by the rules and regulations of the Securities and Exchange Commission.
No Conflict; No Consent. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Stockholder under (i) any provision of the certificate of organization and limited liability company agreement or similar constituent documents of the Stockholder, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority (as defined in the Stock Purchase Agreement), of the Stockholder or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Stockholder is a party or by which it is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have
No Conflict; No Consent. (a) Except as set forth in Item 5.3(a) of the TACT Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Company Transactions will, directly or indirectly (with or without notice or lapse of time or both):
(i) Breach (A) any provision of the Organizational Documents of TACT or any of its Subsidiaries, or (B) any resolution adopted by the board of directors or the shareholders of TACT or any of its Subsidiaries;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Company Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which TACT or any of its Subsidiaries, or any of the assets owned or used by TACT or any of its Subsidiaries, may be subject:
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by TACT or any of its Subsidiaries or that otherwise relates to the business of, or any of the assets owned or used by, TACT or any of its Subsidiaries;
(iv) cause TACT or any of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by TACT or any of its Subsidiaries to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) Breach, conflict with or result in any violation of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract applicable to TACT or any of its Subsidiaries; or
(vii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by TACT or any of its Subsidiaries.
(b) [intentionally omitted]
