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.
Appears in 3 contracts
Samples: Stockholder Agreement (Lepone Donald E), Stockholder Agreement (Nutramax Products Inc /De/), Stock Repurchase Agreement (Nutramax Products Inc /De/)
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.reporting
Appears in 2 contracts
Samples: Stockholder Agreement (Korman Bernard J), Stockholder Agreement (Nutramax Products Inc /De/)
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 or 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.
Appears in 1 contract