Common use of No Conflict or Default Clause in Contracts

No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby and the compliance by Shareholder with the provisions hereof. None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder or any of Shareholder’s properties or assets, (iii) constitute a violation by Shareholder of any applicable law or regulation of any jurisdiction or (iv) contravene or conflict with Shareholder’s memorandum and articles of association (as applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Prosensa Holding N.V.), Tender and Support Agreement (Biomarin Pharmaceutical Inc)

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No Conflict or Default. Except for as required under any competition, antitrust and investment Applicable applicable Antitrust Laws or regulations of foreign jurisdictions and the 1934 Exchange Act, no action by or in respect of, or filing by or with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and execution, delivery or performance of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby and the compliance by Shareholder Stockholder with the provisions hereof. None of the execution and The execution, delivery or performance of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in a any violation or breach of, or constitute default (with or without notice or lapse of time time, or both) a default (under, or give rise to any third party a right of of, or result in, termination, cancellationmodification, modification cancellation or acceleration) under, acceleration of any obligation or to the loss of the terms, conditions or provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder Stockholder is a party or by which Shareholder Stockholder or any of ShareholderStockholder’s properties or assets may be bound, bound or (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, orderLaw, writ, injunction, decree injunction or award of any court, administrative agency or other Governmental Authority Entity that is applicable to Shareholder Stockholder or any of ShareholderStockholder’s properties or assets, assets or (iii) constitute ), if Stockholder is not a violation by Shareholder of any applicable law or regulation of any jurisdiction or (iv) natural person, contravene or conflict with ShareholderStockholder’s memorandum certificate of incorporation and articles of association (bylaws, trust agreement or other organizational documents, as applicable), in each case, except for any conflictviolation, breach, default default, termination, modification, cancellation or violation acceleration described above which would not adversely affect in any material respect the ability of Shareholder Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Form of Support Agreement (Kindred Biosciences, Inc.), Form of Support Agreement (Elanco Animal Health Inc)

No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholdereach of Parent and Buyer, the consummation by Shareholder each of Parent and Buyer of the transactions contemplated hereby and the compliance by Shareholder each of Parent and Buyer with the provisions hereof. None of the execution and delivery of this Agreement by Shareholdereach of Parent and Buyer, the consummation by Shareholder each of Parent and Buyer of the transactions contemplated hereby or compliance by Shareholder each of Parent and Buyer with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third third-party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder each of Parent and Buyer is a party or by which Shareholder each of Parent and Buyer, as applicable, or any of Shareholdereach of Parent’s and Buyer’s, as applicable properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder each of Parent and Buyer or any of Shareholdereach of Parent’s and Buyer’s properties or assets, (iii) constitute a violation by Shareholder either Parent or Buyer of any applicable law or regulation of any jurisdiction or (iv) contravene or conflict with Shareholdereither of Parent’s or Buyer’s memorandum and articles of association (as applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder either Parent or Buyer to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Prosensa Holding N.V.), Tender and Support Agreement (Biomarin Pharmaceutical Inc)

No Conflict or Default. Except for as required under any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Exchange Act, no action by or in respect of, or filing by or with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and execution, delivery or performance of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby and the compliance by Shareholder Stockholder with the provisions hereof. None of the execution and execution, delivery or performance of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby or compliance by Shareholder Stockholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder Stockholder is a party or by which Shareholder Stockholder or any of ShareholderStockholder’s properties or assets may be bound, (ii) assuming compliance with all competition, antitrust and investment Laws and the Exchange Act and similar foreign Laws, violate any judgment, Law, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder Stockholder or any of ShareholderStockholder’s properties or assets, assets or [(iii) constitute a violation by Shareholder of any applicable law or regulation of any jurisdiction or (iv) contravene or conflict with ShareholderStockholder’s memorandum [certificate of incorporation and articles of association (as applicable)bylaws] [trust agreement] [or other organizational documents]], in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Pandion Therapeutics, Inc.), Form of Support Agreement (Arqule Inc)

No Conflict or Default. Except for compliance with any competitionapplicable requirements of the HSR Act, antitrust and investment Applicable Laws or regulations of foreign jurisdictions the EU Merger Regulation, any Other Required Antitrust Approvals and the 1934 ActAct and any other applicable securities Laws, no filing with, and no permit, authorizationorder or authorization of, consent or approval of, or registration, declaration or filing with, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby and the compliance by Shareholder with the provisions hereof. None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder or any of Shareholder’s properties or assets, (iii) constitute a violation by Shareholder of any applicable law Law or regulation of any jurisdiction or (iv) contravene or conflict with Shareholder’s memorandum and articles of association (as applicable)or other organizational documents, and in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Thermo Fisher Scientific Inc.), Tender and Support Agreement (JLL Associates G.P. V (Patheon), Ltd.)

No Conflict or Default. Except for any competition, antitrust and investment Applicable applicable Laws or regulations of foreign jurisdictions and the 1934 Act, no filing with, and no permit, authorizationorder or authorization of, consent or approval of, or registration, declaration or filing with, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby and the compliance by Shareholder with the provisions hereof. None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder or any of Shareholder’s properties or assets, assets or (iii) constitute a violation by Shareholder of any applicable law Law or regulation of any jurisdiction or (iv) contravene or conflict with Shareholder’s memorandum and articles of association (as applicable)jurisdiction, in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Intel Corp), Tender and Support Agreement (Intel Corp)

No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby and the compliance by Shareholder with the provisions hereof. None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to such Shareholder or any of such Shareholder’s properties or assets, (iii) constitute a violation by such Shareholder of any applicable law Applicable Law or regulation of any jurisdiction or (iv) contravene or conflict with such Shareholder’s memorandum and articles of association (as applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender Agreement (Avast Holding B.V.)

No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby and the compliance by each Shareholder with the provisions hereof. None of the execution and delivery of this Agreement by each Shareholder, the consummation by each Shareholder of the transactions contemplated hereby or compliance by each Shareholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to such Shareholder or any of such Shareholder’s properties or assets, (iii) constitute a violation by such Shareholder of any applicable law Applicable Law or regulation of any jurisdiction or (iv) contravene or conflict with such Shareholder’s memorandum and articles of association (as applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender Agreement (Avast Holding B.V.)

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No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Exchange Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority Entity or any other Person is necessary for the execution and delivery of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby and the compliance by Shareholder Stockholder with the provisions hereof. None of the execution and delivery of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby or compliance by Shareholder Stockholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder Stockholder is a party or by which Shareholder Stockholder or any of ShareholderStockholder’s properties or assets may be bound, or (ii) violate any judgment, Law, order, writ, injunction, decree or award of any courtGovernmental Entity that, administrative agency or other Governmental Authority that to the knowledge of the Stockholder, is applicable to Shareholder Stockholder or any of ShareholderStockholder’s properties or assets, (iii) constitute a violation by Shareholder of any applicable law or regulation of any jurisdiction or (iv) contravene or conflict with Shareholder’s memorandum and articles of association (as applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (Oplink Communications Inc)

No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Exchange Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby and the compliance by Shareholder Stockholder with the provisions hereof. None of the execution and delivery of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby or compliance by Shareholder Stockholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellationcancelation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder Stockholder is a party or by which Shareholder Stockholder or any of ShareholderStockholder’s properties or assets may be bound, (ii) violate any judgment, Law, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder Stockholder or any of ShareholderStockholder’s properties or assets, or (iii) constitute a violation by Shareholder Stockholder of any applicable law Law or regulation of any jurisdiction or (iv) contravene or conflict with Shareholder’s memorandum and articles of association (as applicable)jurisdiction, in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Support Agreement (Ocata Therapeutics, Inc.)

No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Act, no No filing with, and no permit, authorizationorder or authorization of, consent or approval of, or registration, declaration or filing with, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby and the compliance by Shareholder with the provisions hereof. None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder or any of its controlled Affiliates is a party or by which Shareholder Shareholder, any of its controlled Affiliates or any of Shareholder’s or any of its controlled Affiliate’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder Shareholder, any of its controlled Affiliates or any of Shareholder’s or any of its controlled Affiliate’s properties or assets, assets or (iii) constitute a violation by Shareholder or any of its controlled Affiliates of any applicable law Law or regulation of any jurisdiction or (iv) contravene or conflict with Shareholder’s memorandum jurisdiction, and articles of association (as applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Voting and Support Agreement (GrubHub Inc.)

No Conflict or Default. Except for as required under any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Exchange Act, no action by or in respect of, or filing by or with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and execution, delivery or performance of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby and the compliance by Shareholder Stockholder with the provisions hereof. None of the execution and execution, delivery or performance of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby or compliance by Shareholder Stockholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder Stockholder is a party or by which Shareholder Stockholder or any of ShareholderStockholder’s properties or assets may be bound, (ii) assuming compliance with all competition, antitrust and investment Laws and the Exchange Act and similar foreign Laws, violate any judgment, Law, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder Stockholder or any of ShareholderStockholder’s properties or assets, assets or (iii) constitute a violation by Shareholder of any applicable law or regulation of any jurisdiction or (iv) contravene or conflict with ShareholderStockholder’s memorandum and articles of association (as applicable)organizational documents, in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (AI Pan LLC)

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