No Conflict/Non-Contravention. The execution and delivery of this Agreement by the Purchaser, and performance of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby do not and will not:
(i) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Purchaser; or
(ii) assuming compliance with the matters referred to in Section 3.2(d) above, contravene, conflict with or result in a violation or breach of Law, except as would not, individually or in the aggregate, materially impede the ability of the Purchaser to consummate the transactions contemplated hereby.
No Conflict/Non-Contravention. The execution and delivery of this Agreement by the Corporation, and performance of its and its Subsidiaries' obligations hereunder and the consummation by the Corporation and its Subsidiaries of the Arrangement and the other transactions contemplated hereby do not and will not (or would not, with the giving of notice, the lapse of time or the happening of any other event or condition (or combination thereof)):
(a) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Corporation or the organizational documents of any of its Subsidiaries;
(b) assuming receipt of the Key Regulatory Approvals and Other Regulatory Approvals, conflict with or result in a violation or breach of Law;
(c) except as set out in Section 3.1(5)(c) of the Corporation Disclosure Letter, allow any Person to exercise any rights, require any consent or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Corporation or any of its Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Material Contract, Corporation Lease or any material Authorization of the Corporation or any of its Subsidiaries; or
(d) result in the creation or imposition of any Lien upon any of the Corporation Assets or the assets of any of the Corporation's Subsidiaries.
No Conflict/Non-Contravention. The execution and delivery of this Agreement by the Controlling Shareholder, and, assuming that each of the conditions set forth in Article 6 of the Arrangement Agreement is met, performance of its obligations hereunder and the consummation by the Controlling Shareholder of the transactions contemplated hereby, do not and will not:
(i) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Controlling Shareholder; or
(ii) contravene, conflict with or result in a violation or breach of Law, except as would not, individually or in the aggregate, materially impede the ability of the Controlling Shareholder to consummate the transactions contemplated hereby.
No Conflict/Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the consummation of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):
No Conflict/Non-Contravention. The execution and delivery of this Agreement, or any Material Contract to which either of them is party, by CGGC or CGGI or the performance by either of them of its obligations hereunder or thereunder do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): (a) contravene, conflict with or result in any violation or breach of the provisions of the Constating Documents of CGGC or CGGI; (b) contravene, conflict with or result in a violation or breach of Law; (c) allow any Person to exercise any rights, require any consent or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which CGGC or CGGI is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Contract or other instrument indenture, deed of trust, mortgage, bond or any Governmental Authorization to which CGGC or CGGI is a party or by which CGGC or CGGI is bound; (d) result in the creation or imposition of any Lien upon any of the properties or assets of CGGC or CGGI, cause the acceleration or material modification of any rights or obligations under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of, any Material Contract to which CGGC or CGGI is a party, or (e) result in a breach or violation by CGGC or CGGI of any of the terms, conditions or provisions of any Law which would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.
No Conflict/Non-Contravention. Except as disclosed in Section 5 of the Corporation Disclosure Letter neither Corporation nor its Subsidiaries are in violation or default of, nor will the execution of this Agreement, and the performance by Corporation or its Subsidiaries of their obligations hereunder, result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the imposition of any Lien (other than Permitted Liens) upon any property or assets of Corporation or any of its Subsidiaries pursuant to (a) any term or provision of the Constating Documents of Corporation or any of its Subsidiaries or any resolution of the directors or shareholders of Corporation or any of its Subsidiaries, (b) any Contract or Authorization to which Corporation or any of its Subsidiaries is a party, or (c) any Law.
No Conflict/Non-Contravention. (a) The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):
(i) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Company;
(ii) assuming compliance with the matters referred to in Section 1(4) above, and subject to the receipt of the Regulatory Approvals, including the Competition Act Approval, contravene, conflict with or result in a violation or breach of Law;
(iii) allow any Person to exercise any rights, require any consent or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Contract, Lease or other instrument indenture, deed of trust, mortgage, bond or any Authorization to which the Company or any of its Subsidiaries is a party of by which the Company or any of its Subsidiaries is bound; or
(iv) result in the creation or imposition of any Lien upon any of the Company’s assets or the assets of any of its Subsidiaries, with such exceptions, in the case of paragraphs (ii) through (iv), as would not be reasonably expected to adversely impair or materially delay the consummation of the Arrangement.
No Conflict/Non-Contravention. The execution and delivery of this Agreement by each of the Purchaser and the Parent, and performance of its obligations hereunder and the consummation by each of the Purchaser and the Parent of the Arrangement and the other transactions contemplated hereby do not and will not:
(a) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Purchaser or the Parent; or
(b) assuming satisfaction of, or compliance with, the matters referred to in Paragraph (4) above, contravene, conflict with or result in a violation or breach of Law; except as would not, individually or in the aggregate, materially delay, impede or prevent the ability of the Purchaser or the Parent to consummate the Arrangement and the transactions contemplated hereby.
No Conflict/Non-Contravention. (i) No consent, order, authorization, permit, license, approval, declaration or filing, including, without limitation, any consent, approval or authorization of or declaration or filing with any governmental, non-governmental or other regulatory authority or any party to a material contract of the Company, is required on the part of the Company or any subsidiary of the Company for or in connection with its execution, delivery or performance of this Warrant.
(ii) Assuming the accuracy of the representations and warranties of the Holder in Section 4, the execution, delivery and performance of this Warrant by the Company will not (i) conflict with any of the provisions of the Certificate of Incorporation, bylaws or other organizational documents of the Company or (ii) with or without notice and/or the passage of time, result in any violation of, be in conflict with, constitute a default or breach under, or cause or give rise to a right to cause the termination, cancellation or acceleration of any obligation or loss of any rights under, any agreement, contract, instrument, operating agreement, partnership agreement, license, permit, authorization, franchise or certificate to which the Company is a party or by which the Company or any of its respective assets or properties is bound, and the impact of which is material to the Company’s business as it is now being conducted.
No Conflict/Non-Contravention. Purchaser is not in violation or default of, nor will the execution of this Agreement or the CVR Agreement, and the performance by Purchaser of its obligations hereunder and thereunder, including the issuance of the CVRs, result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the imposition of any Lien upon any property or assets of Purchaser pursuant to (a) any term or provision of the Constating Documents of Purchaser or any resolution of the directors or shareholders of Purchaser, (b) any Contract to which Purchaser is a party, or (c) any Law.
