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.
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Samples: Arrangement Agreement
No Conflict/Non-Contravention. The execution and delivery of this Agreement by the CorporationCompany, and performance of its and its Subsidiaries' β obligations hereunder and the consummation by the Corporation Company 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 Company or the organizational documents of any of its Subsidiaries;
(b) assuming receipt of compliance with the Key Regulatory Approvals and Other Regulatory Approvalsmatters referred to in Paragraph (4) above, conflict with or result in a violation or breach of LawLaw applicable to the Company or its Subsidiaries;
(c) except as set out in Section 3.1(5)(c) of the Corporation Company Disclosure Letter, allow any Person to exercise any rights, require any consent or notice to 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 Company 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 Material Company Lease or any material Material Authorization of the Corporation Company or any of its Subsidiaries; or
(d) result in the creation or imposition of any Lien (other than Permitted Liens or as contemplated by this Agreement in connection with a Covered Financing) upon any of the Corporation Assets Company Assets; except, in the case of each of clauses (b), (c) and (d), as would not reasonably be expected to have, individually or in the assets of any of the Corporation's Subsidiariesaggregate, a Material Adverse Effect.
Appears in 1 contract
Samples: Arrangement Agreement (Semtech Corp)
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 Approvalsmatters referred to in Paragraph (4) above, conflict with or result in a violation or breach of LawLaw applicable to the Corporation or any of its Subsidiaries;
(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 notice to 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 (other than Permitted Liens) upon any of the Corporation Assets or the assets of any of the Corporation's Subsidiaries.
Appears in 1 contract
No Conflict/Non-Contravention. The execution execution, delivery and delivery performance by the Corporation 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, not with the giving of notice, the lapse of time or the happening of any other event or condition (or combination thereof)condition):
(a) contravene, conflict with, or result in any violation or breach of (i) the Constating Documents of the Corporation or the organizational documents of any of its Subsidiaries, or (ii) any resolution adopted by the Board or the Shareholders;
(b) assuming receipt of the Key Regulatory Approvals and Other Regulatory Approvalscompliance with matters referred to in Section (4) above, contravene, conflict with or result in a violation or breach of Lawany Law in any material respect;
(c) except as set out forth in Section 3.1(5)(c) of the Corporation Disclosure Letter, allow any Person (other that the Corporation) to exercise any rights, require any consent or notice under or other action by any PersonPerson (other than the Corporation), 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 Contract or any material Authorization of to which the Corporation or any of its SubsidiariesSubsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound; or
(d) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Corporation Assets properties or the assets of any the Corporation or its Subsidiaries; except, in the case of the Corporation's Subsidiarieseach of clauses (b), (c) and (d), as would not reasonably be expected to have a Material Adverse Effect.
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