No Conflict of Transaction With Obligations and Laws. (a) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will: (i) constitute a breach or violation of any provision of the Organizational Documents of the Company or any resolutions of the Company’s Board of Directors; (ii) require the consent of any other party (other than a Governmental Authority) under any loans, contracts, leases, licenses and other agreements to which the Company is a party or by which it is bound; (iii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company is a party, or give any other person the right to accelerate any Indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company capital stock or any of the assets of the Company; (vi) conflict with or result in a violation of any Court Order or Law, or give to any other person the right to exercise any remedy or obtain any relief under any Court Order or Law to which the Company is subject or by which the properties or assets of the Company are bound; or (vii) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization of the Company.
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Laws.
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of Orthodontic Entity's Charter or By-Laws; (ii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Xx. Xxxxxxx or the Orthodontic Entity is a party, or give any person the right to accelerate any indebtedness or terminate any right; (iii) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Orthodontic Entity or Xx. Xxxxxxx is a party or by which their assets are bound; or (iv) result in a violation of any law, regulation, administrative order or judicial order applicable to the Orthodontic Entity, Xx. Xxxxxxx, their business or assets.
(b) Except as disclosed on the attached Exhibit X to this Schedule, the execution, delivery and performance of this Agreement and the transactions contemplated hereby by the Orthodontic Entity do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any governmental authority.
No Conflict of Transaction With Obligations and Laws. Except as set forth in Schedule 2.5;
(a) Neither the execution and delivery of this Agreement, the Loan Agreement or any other agreement, document or instrument to be executed and delivered pursuant to, or as contemplated by, this Agreement (collectively, the “Ancillary Agreements”), by Seller, nor the performance of the transactions contemplated hereby will: (i) constitute a breach or violation of any provision of the Charter or bylaws of Seller; (ii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Seller is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right; (iii) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which Seller is a party or by which it or any of the Mammography Intellectual Property is bound; (iv) result in a material violation of any law, regulation, administrative order or judicial order applicable to it or the Mammography Intellectual Property or to which Seller is subject, or by which the Mammography Intellectual Property may be bound; or (v) result in the creation of any Encumbrance upon any item of the Mammography Intellectual Property.
(b) No consent, approval, order or authorization of, or registration, declaration or filing with, any person or any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic, state or local (“Governmental Entity”), is required by or with respect to Seller in connection with the execution and delivery of this Agreement and each of the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby, except for (i) the filing of the Proxy Statement (as defined in Section 5.2) with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a Current Report on Form 8-K under the Exchange Act and (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country. The Seller stockholder vote required for the approval of the Seller Voting Proposal (as defined in Section 5.4) is a majority of the outstanding shares of Seller Common Stock on ...
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Buyer's Organizational Documents; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a Government Authority described in paragraph (b) below; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under any debt instrument to which Buyer is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any material right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other material agreements, instrument or obligation to which the Company is a party or by which it or its assets are bound; or (v) result in a violation of any Law or Court Order applicable Buyer or its business or assets.
(b) The execution, delivery and performance of this Agreement and the transactions contemplated hereby by Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice by Buyer to any Government Authority, other than as required under the HSR Act.
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement or any Ancillary Agreement, nor the performance of the transactions contemplated hereby, will: (i) conflict with or constitute a violation of any provision of the Organizational Documents of the Company or any Subsidiary or any resolutions of their respective Board of Directors or other governing bodies; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than any governmental authority, whether national, regional, state, local or other political subdivision or agency of the United States of America (each a "Government Authority"), including consents of parties to loans, contracts, leases, licenses and other agreements; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company or any Subsidiary is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of the assets of any of them are bound; (v) result in the creation of any lien, option (including right of first refusal or first offer), encumbrance, charge, restriction, mortgage, pledge, security interest, title exception, restriction, claim or charge of any kind or character (each an "Encumbrance") upon any Units or any of the assets of the Company or any Subsidiary; (vi) contravene, conflict with, or result in a violation of any Court Order or Law, or give any Government Authority, or any other person, the right to exercise any remedy or obtain any relief under any Court Order or Law, to which the Company, any Subsidiary or Sellers are subject or by which the properties or assets of the Company or any Subsidiary are bound; or (vii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization.
(b) The execution, delivery and performance of this Agreement and the transactions contemplated hereby by the Company and Sellers do not require the consent, waiver, approval, authorization, exemption of or giving of n...
No Conflict of Transaction With Obligations and Laws. Except as set forth on Schedule 12(f) of the Schedule of Exceptions, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement, nor the performance of the transactions contemplated hereby or thereby, will: (a) conflict with or constitute a breach or violation of any provision of the Organizational Documents of the Company or any of its subsidiaries; (b) require any Governmental Authorization, (c) require any consent of any parties to loans, contracts, leases, licenses and other agreements to which the Company is a party; (d) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company or any of its subsidiaries is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right; (e) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company or any of its subsidiaries is a party or by which it or its assets are bound; (f) result in the creation of any encumbrance upon any capital stock or any of the assets of the Company or its subsidiaries; (g) conflict with or result in a violation of any Court Order or Law, or give to any other person, the right to exercise any remedy or obtain any relief under any Court Order or Law, to which the Company or any of its subsidiaries is subject or by which the properties or assets of the Company or any of its subsidiaries are bound, or (h) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization.
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement or any of the Ancillary Agreements, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Buyer's Constituent Documents; (ii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under any material agreement, instrument or obligation to which the Buyer is a party or by which its assets are bound which would materially affect the performance by the Buyer of its obligations under this Agreement; or (iii) violate any Court Order a Law applicable to the Buyer.
(b) The execution, delivery and performance of this Agreement and the transactions contemplated hereby by the Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority or other third party.
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Xx. Xxxxx is a party, or give any person the right to accelerate any indebtedness or terminate any right; (ii) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which Xx. Xxxxx is a party or by which his assets are bound; or (iv) result in a violation of any law, regulation, administrative order or judicial order applicable to Xx. Xxxxx, his business or assets.
(b) Except as disclosed on the attached Exhibit X to this Schedule, the execution, delivery and performance of this Agreement and the transactions contemplated hereby by Xx. Xxxxx do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any governmental authority.
No Conflict of Transaction With Obligations and Laws. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Charter or Bylaws of the Seller; (ii) conflict with or constitute (with or without the passage of time or giving of notice) a default under, or a breach of, any contract, instrument or obligation relating to the Purchased Assets to which the Seller is a party or by which the Seller or the Purchased Assets are bound or give any person the right to accelerate any material indebtedness or terminate any material right (except for such consents to assignment as may be required under the Assumed Contracts); or (iii) to the knowledge of the Seller, result in a violation of any law, regulation, administrative order or judicial order applicable to the Seller or the Purchased Assets. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by the Seller do not require the consent, waiver, approval, authorization, exemption of, or giving of notice to, any governmental authority.
No Conflict of Transaction With Obligations and Laws. Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated by this Agreement, will: (a) constitute a breach or violation of Xtent's Articles of Incorporation or by-laws;
