No Conflict; No Consents. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of (i) applicable law; (ii) the certificate of incorporation or by-laws (or analogous organizational documents) of the Company or any of its Subsidiaries; (iii) any agreement or other instrument binding upon the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole; or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its Subsidiaries except, in the cases of clauses (i) and (iii) above for any such contravention that would not have a Material Adverse Effect, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states or the by-laws, rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) and the NASDAQ Global Market in connection with the offer and sale of the Shares.
No Conflict; No Consents. The execution and delivery of this Agreement and the performance of the obligations of Purchaser hereunder will not violate or be in conflict with any provision of law, any order, rule or regulation of any Governmental Entity, or any provision of Purchaser’s certificate of incorporation or bylaws. No consent, approval or authorization of or declaration or filing with any Governmental Entity or other person or entity on the part of Purchaser is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby.
No Conflict; No Consents. The execution and delivery of this Agreement and the performance of the obligations of Seller hereunder will not (i) violate or be in conflict with any provision of law, any order, rule or regulation of any court or other agency of government, or any provision of Seller’s articles of incorporation or bylaws, (ii) violate, be in conflict with, result in a breach of, constitute (with or without notice or lapse of time or both) a default under, or result in the acceleration of any obligations under, any indenture, agreement, lease or other instrument to which Seller is a party or by which it or any of its properties are bound, or (iii) result in the creation or imposition of any Encumbrance upon any of the Assigned Patents. No consent, approval or authorization of or declaration or filing with any Governmental Entity or other person or entity on the part of Seller is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby.
No Conflict; No Consents. The execution, delivery and performance of this Agreement by it does not and will not (a) violate, conflict with or result in the breach of any provision of its charter or by-laws (or similar organizational documents), (b) conflict with, violate or require any consent under any Law applicable to such party or any of its assets, properties or businesses or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights pursuant to, any contract, agreement or arrangement by which such party is bound, except to the extent that any conflict under (b) or (c) above would not prevent or materially hinder the performance of the actions contemplated by this Agreement.
No Conflict; No Consents. (a) The execution, delivery and performance of this Agreement by such Seller does not and will not (i) violate, conflict with or result in the breach of any provision of the Charter Documents of Integral Analytics, (ii) conflict with or violate any Law applicable to such Seller, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of or result in the creation of any Encumbrance on any of the Capital Stock of such Seller pursuant to any Contract to which such Seller is a party or by which any of the Capital Stock of such Seller or any of such assets or properties is bound or affected.
(b) The execution, delivery and performance of this Agreement by such Seller does not and will not require any Approval of or Order by any Governmental Entity.
No Conflict; No Consents. Except as set forth on the attached Schedule 5(b), neither the execution and delivery of this Agreement or the Ancillary Agreements, nor the performance or consummation of any obligations or transactions under this Agreement or the Ancillary Agreements, will (with or without notice or lapse of time or both): (i) conflict with or violate any organizational documents of Seller or any law or regulation applicable to Seller, (ii) conflict with or violate any contract to which Seller is a party or by which Seller or any Assets is bound; or (iii) result in any Encumbrance on the Assets. Seller is not required to give any notice to, obtain any consent or license from or make any filing with any person or entity (including any governmental authority) in connection with, or in order to prevent a breach of, default under, termination or modification of, or right to exercise any right under any Asset as a result of, this Agreement or the Ancillary Agreements or any transactions or obligations under this Agreement or the Ancillary Agreements.
No Conflict; No Consents. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not directly or indirectly (with or without notice or lapse of time): (a) violate or conflict with the Company’s Organizational Documents or any Legal Requirement applicable to the Company; (b) result in the creation or imposition of any Lien on any of the Company’s assets; or (c), except as set forth on Schedule 2.4, violate, require any notice or consent under, or give rise to any right of modification, termination, or acceleration with respect to, any Contract to which the Company is a party or to which the business of the Company is subject. Seller and the Company are not required to notify, or obtain any consent or waiver from, any Person (including any Governmental Entity) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except as set forth on Schedule 2.4.
No Conflict; No Consents. (a) Except as set forth on Annex 10, the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated between Seller and Purchaser on the Closing Date hereby will not, directly or indirectly (with or without notice or lapse of time or both): (i) conflict with or violate any provision of any of the governing documents of Seller or any Company, (ii) contravene, conflict with or result in a violation of any Applicable Law by which Seller or any Company is bound or any judgment, ruling, order, writ, decree, stipulation or injunction of any Governmental Authority by which Seller or any Company is bound, (iii) contravene, conflict with or result in a breach 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 payment or loss of benefit under, or to cancel, terminate or modify (A) any material contract (other than any Material Project Document), in each case which, individually or in the aggregate, could reasonably be expected to cause a Material Adverse Change or (B) any Material Project Document, (iv) result in the imposition or creation of any Lien, or (v) give any Person the right to prevent, delay or otherwise interfere with any of the transactions contemplated hereby.
(b) Except as set forth on Annex 10, Seller and each Company is not currently required, nor will Seller or any Company be required in the future, to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated between Seller and Purchaser on the Closing Date.
No Conflict; No Consents a) To the Managing Directors’ best knowledge, neither the execution and delivery by the Sellers of this Agreement or any other agreement, certificate, document or instrument delivered in connection therewith (collectively, the “Closing Documents”) to which the Sellers are a party, nor the performance of the Sellers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, will directly or indirectly (with or without notice or lapse of time): (i) conflict with, or result in a breach of, or constitute a default under, any Applicable Law or any other restrictions of any kind by which the Sellers (or any assets of the Sellers) are bound, or (ii) give any person or entity the right to challenge any transaction contemplated hereby or thereby or to exercise any remedy, under any Applicable Law to which the Sellers are subject.
b) Except for the filing of (i) the notification of the tax authority about the sale and transfer of the Target Shares under this Agreement and (ii) the resolutions pursuant to 2.4, to the Managing Directors’ best knowledge no notice to, declaration or filing with, or consent, license or approval of any Governmental Authority or other third party is required by or with respect to the Target Company in connection with the execution and delivery of this Agreement or the Closing Documents, and the consummation of the transactions contemplated hereby in accordance with the terms hereof.
No Conflict; No Consents. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any provisions of any of Optionor’s organizational documents or (b) conflict with, result in a violation of, constitute a default (with or without notice or lapse of time) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any benefit under, any term, condition or provision of any loan or credit agreement, note, bond, mortgage, indenture or any other material agreement to which Optionor is a party or by which any properties or assets of Optionor are bound, or result in the creation or imposition of any Encumbrance, or (c) violate any Applicable Law. No consent of any third party is or will be required for Optionor to sell and transfer the Assets to Optionee at Closing as contemplated hereby.
