No Conflict or Violation; Consents. Except (i) as disclosed on Section 3.6 of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure Letter, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery of this Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Sub, or (ii) any resolution adopted by the board of directors or the stockholders of Parent and Sub; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief under, any Legal Requirement to which Parent or Sub may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, or any of their respective operations or assets, except as would not reasonably be expected to have a Parent Material Adverse Effect; (d) contravene, conflict with, or result in a violation or 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 to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties to which Parent or any Parent Subsidiary is a party or any Parent Permit; or (e) require with respect to Parent or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Person.
Appears in 1 contract
Samples: Merger Agreement (Eldertrust)
No Conflict or Violation; Consents. Except (i) as disclosed on Section 3.6 None of the Company Disclosure Letter and execution, delivery ---------------------------------- or, subject to receipt the approval and adoption of this Agreement and approval of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure LetterMerger by Mixman's shareholders, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery performance of this Agreement or any Ancillary Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby willthereby, directly nor compliance by Mixman with any of the provisions hereof or indirectly (with or without notice or lapse of time):
thereof, will (a) contraveneviolate or conflict with any provision of its governing documents, (b) violate, conflict with, or result in a violation breach of or constitute a default (iwith or without notice of passage of time) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Subunder, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of Parent and Sub;
(b) contravene, conflict withperformance required by, or result in a violation ofright to terminate, accelerate, modify or cancel under, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief require a notice under, any Legal Requirement to which Parent or Sub may be subject;
(c) contravene, conflict with, or result in the creation of any Encumbrance upon any of its respective Assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Mixman is a violation party or by which Mixman is bound or to which any of its Assets are subject where the occurrence of any of the terms above- described events or requirements ofcircumstances, individually or give any Governmental Agency in the right to revokeaggregate, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, or any of their respective operations or assets, except as would not could reasonably be expected to have a Parent Material Adverse Effect;Effect on Mixman; or (c) violate any applicable Regulation or Court Order. Except for
(di) contravenethe proper filing and certification by the proper authorities of the Agreement of Merger, conflict (ii) notice to and approval of Mixman's shareholders to the adoption of this Agreement and the Merger as may be required under the CCC and (iii) such filings as may be required to comply with federal and state securities laws, no notices to, declaration, filing or registration with, approvals or result in a violation or breach of any provision consents of, or give assignments by, any Person Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Mixman in connection with the right to declare a default or exercise any remedy underexecution, or to accelerate the maturity delivery or performance of, or to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties to which Parent of this Agreement or any Parent Subsidiary is a party Ancillary Agreement or any Parent Permit; or
(e) require with respect to Parent the consummation of the transactions contemplated hereby or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Personthereby.
Appears in 1 contract
No Conflict or Violation; Consents. Except (i) as disclosed on Section 3.6 None of the Company Disclosure Letter and execution, delivery ---------------------------------- or, subject to receipt the approval and adoption of this Agreement and approval of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure LetterMerger by Beatnik's or Merger Sub's shareholders, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery performance of this Agreement or any Ancillary Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby willthereby, directly nor compliance by Beatnik or indirectly (Merger Sub with any of the provisions hereof or without notice or lapse of time):
thereof, will (a) contraveneviolate or conflict with any provision of their respective governing documents, (b) violate, conflict with, or result in a violation breach of or constitute a default (iwith or without notice of passage of time) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Subunder, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of Parent and Sub;
(b) contravene, conflict withperformance required by, or result in a violation ofright to terminate, accelerate, modify or cancel under, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief require a notice under, any Legal Requirement to which Parent or Sub may be subject;
(c) contravene, conflict with, or result in the creation of any Encumbrance upon any of their respective Assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Beatnik or Merger Sub is a violation party or by which Beatnik or Merger Sub is bound or to which any of its Assets are subject where the occurrence of any of the terms above described events or requirements ofcircumstances, individually or give any Governmental Agency in the right to revokeaggregate, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, or any of their respective operations or assets, except as would not could reasonably be expected to have a Parent Material Adverse Effect;Effect on Beatnik, or (c) violate any applicable Regulation or Court Order. Except for
(di) contravenethe proper filing and certification by the proper authorities of the Agreement of Merger, conflict (ii) notice to and approval of Beatnik's and Merger Sub's shareholders to the adoption of this Agreement and the Merger as may be required under the CCC, and (iii) such filings as may be required to comply with federal and state securities laws, no notices to, declaration, filing or registration with, approvals or result in a violation or breach of any provision consents of, or give assignments by, any Person Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Beatnik or Merger Sub in connection with the right to declare a default or exercise any remedy underexecution, or to accelerate the maturity delivery or performance of, or to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties to which Parent of this Agreement or any Parent Subsidiary is a party Ancillary Agreement or any Parent Permit; or
(e) require with respect to Parent the consummation of the transactions contemplated hereby or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Personthereby.
Appears in 1 contract
No Conflict or Violation; Consents. Except (i) as disclosed on Section 3.6 of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure Letter, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither Neither the execution and delivery of this AgreementAgreement by such Seller, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby willhereby, directly or indirectly (nor the fulfillment of the terms and compliance with or without notice or lapse of time):
the provisions hereof, will (a) contravene, conflict with, with or result in a violation breach of or a default (i) any provision or in an occurrence which with the lapse of the Certificate of Incorporation time or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Subaction by a third party, or (ii) any resolution adopted by the board of directors or the stockholders of Parent and Sub;
(b) contraveneboth, conflict with, or could result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief under, any Legal Requirement to which Parent or Sub may be subject;
(c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit"default) with respect to Parent, any Subsidiary of Parent, or any of their respective operations the terms, conditions or assetsprovisions of, except as would not reasonably be expected (b) result in the termination of, accelerate the performance required by, (c) impair such Seller's ability to have a Parent Material Adverse Effect;
consummate the transactions contemplated hereby, (d) contravene, conflict with, require any filing with or result in a violation or breach approval of any provision Person, including without limitation any Governmental Agency, arising out of, or (e) give rise to any Person the right to declare a default of termination or exercise any remedy underrenegotiation, or purchase or offer right, under: (x) any United States federal, state or local (or, to accelerate the maturity knowledge of such Seller, Bermuda) statute, rule, regulation, code, order, writ or performance ofdecree of any Governmental Agency applicable to such Seller or the Company, (y) the organizational documents of such Seller, or to cancel(z) any indenture, terminatecontract, agreement, lease, Permit or modify, any contracts, agreements, commitments, instruments and guaranties other instrument to which Parent or any Parent Subsidiary such Seller is a party or subject or by which any Parent Permit; of such Seller's properties or assets are bound. No United States federal, state or local (or
(e, to the knowledge of such Seller, Bermuda ) require with respect to Parent or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency is required to be obtained or any other Personmade by or with respect to such Seller in connection with the execution and delivery of this Agreement by such Seller or the performance by such Seller of the transactions contemplated hereby to be performed by it, except for filings under the Securities Exchange Act of 1934, as amended, relating to the beneficial ownership by such Seller of the Company's securities.
Appears in 1 contract
Samples: Equity Purchase Agreement (Renaissancere Holdings LTD)
No Conflict or Violation; Consents. Except (a) None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the Merger or any other transaction contemplated hereby or thereby, nor compliance by Buyer or Merger Sub with any of the provisions hereof or thereof, will (i) as disclosed on Section 3.6 violate or conflict with any provision of the Company Disclosure Letter and subject to receipt Buyer’s or Merger Sub’s Certificate of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure LetterIncorporation, and bylaws or other governing documents, (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery of this Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time):
(a) contraveneviolate, conflict with, or result in a violation breach of or constitute a default (iwith or without notice or passage of time) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Subunder, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of Parent and Sub;
(b) contravene, conflict withperformance required by, or result in a violation right to terminate, accelerate, modify or cancel under, or require a consent under, or result in the creation of any Encumbrance upon any of its assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Buyer or Merger Sub is a party or by which Buyer or Merger Sub is bound, (iii) violate any applicable Regulation or Court Order or (iv) impose any Encumbrance on any of Buyer’s or Merger Sub’s Assets.
(b) Except for any filings that may be required on a Current Report on Form 8-K to reflect this Agreement and any other approvals and filings previously obtained or made and in full force and effect, no notices to, declaration, filing or registration with, approvals or consents of, or give assignments by, any Governmental Agency Authority are necessary to be made or other Person obtained by Buyer or Merger Sub in connection with the right to challenge execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief under, any Legal Requirement to which Parent or Sub may be subject;
(c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, or any of their respective operations or assets, except as would not reasonably be expected to have a Parent Material Adverse Effect;
(d) contravene, conflict with, or result in a violation or 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 to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties to which Parent or any Parent Subsidiary is a party or any Parent Permit; or
(e) require with respect to Parent or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Personthereby.
Appears in 1 contract
Samples: Merger Agreement (Unify Corp)
No Conflict or Violation; Consents. Except (i) as disclosed on Section 3.6 of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) Schedule 4.4, none of the Company Disclosure Letterexecution, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery or performance of this Agreement or any Ancillary Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby willthereby, directly the consummation of the Financing, nor compliance by Parent or indirectly (Sub with any of the provisions hereof or without notice or lapse of time):
thereof, will (a) contraveneviolate or conflict with any provision of the Certificate of Incorporation or Bylaws of Parent or Sub, (b) violate, conflict with, or result in a violation breach of or constitute a default (iwith or without notice of passage of time) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Subunder, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of Parent and Sub;
(b) contravene, conflict withperformance required by, or result in a violation ofright to terminate, accelerate, modify or cancel under, or give require a notice under, or result in the creation of any Governmental Agency or other Person the right to challenge Encumbrance upon any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief its assets under, any Legal Requirement contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Parent or Sub may be subject;
(c) contravene, conflict with, is a party or result in a violation of any of the terms by which Parent or requirements of, Sub is bound or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, or which any of their respective operations assets are subject, (c) violate any Regulation or assets, except as would not reasonably be expected Court Order applicable to have a Parent Material Adverse Effect;
or Sub or (d) contraveneimpose any Encumbrance on any assets of Parent or Sub or their respective businesses. Except for filings pursuant to applicable state securities or blue sky laws and Regulation D of the Securities Act or as set forth on Schedule 4.4, conflict no notices to, declaration, filing or registration with, approvals or result in a violation or breach of any provision Consents of, or give assignments by, any Person Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Parent or Sub in connection with the right to declare a default or exercise any remedy underexecution, or to accelerate the maturity delivery or performance of, of this Agreement or to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties Ancillary Agreement to which Parent or any Parent Subsidiary and/or Sub is a party or any Parent Permit; or
the consummation of (ei) require with respect to Parent the transactions contemplated hereby or any Parent Subsidiary, thereby and (ii) the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other PersonFinancing.
Appears in 1 contract
No Conflict or Violation; Consents. (a) Except (i) as disclosed on Section 3.6 of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) 6.3 of the M Company Disclosure LetterSchedule, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC none of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreementsexecution, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery or performance of this Agreement or any Ancillary Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby willthereby, directly nor compliance by Orbital with any of the provisions hereof or indirectly thereof, will (i) violate or conflict with any provision of the Certificate of Incorporation, as amended, or without notice or lapse Bylaws, as amended of time):
Orbital, (aii) contraveneviolate, conflict with, or result in a violation breach of 52 58 or constitute a default (iwith or without notice or passage of time) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Subunder, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of Parent and Sub;
(b) contravene, conflict withperformance required by, or result in a violation ofright to terminate, accelerate, modify or cancel under, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief require a notice under, any Legal Requirement to which Parent or Sub may be subject;
(c) contravene, conflict with, or result in a violation the creation of any Encumbrance upon any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modifyits material Assets under, any permit, approval, consent, authorization, license, variance, material Contract or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, or any of their respective operations or assets, except as would not reasonably be expected to have a Parent Material Adverse Effect;
(d) contravene, conflict with, or result in a violation or 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 to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties other arrangement to which Parent or any Parent Subsidiary Orbital is a party or by which Orbital is bound or to which any Parent Permit; orof its material Assets are subject, (iii) violate in any material respect any applicable material Law Regulation or Court Order, or (iv) impose any material Encumbrance on any Assets of Orbital or its Business.
(eb) require Except for (i) the filings with respect to Parent the Delaware Secretary of State contemplated by Section 2.3 hereof, (ii) applicable requirements of any antitrust Laws, including those foreign jurisdictions, and filings and notices under the Exon-Floxxx Xxovision and FOCI related rules and regulations, (iii) applicable requirements of federal and state securities laws, and (iv) as set forth on Section 6.3 of the M Company Schedule, no notices to, declarations, filings or any Parent Subsidiaryregistrations with, the consentapprovals, approvalauthorizations, permissions or authorization consents of, or registration or filing with, or notice toassignments by, any Governmental Agency Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Orbital in connection with the execution, delivery or performance of this Agreement or any other PersonAncillary Agreement to which Orbital is a party or the consummation of the Merger.
Appears in 1 contract
No Conflict or Violation; Consents. Except (ia) as disclosed on Section 3.6 None of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure Letterexecution, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery of this Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of this Agreement or any Ancillary Agreement to which M Company is a party, the consummation of the transactions contemplated hereby or thereby willthereby, directly or indirectly compliance by M Company with any of the provisions hereof or thereof, will (i) violate or conflict with any provision of the Certificate of Incorporation, as amended, or without notice or lapse Bylaws, as amended of time):
M Company, (aii) contraveneviolate, conflict with, or result in a violation breach of or constitute a default (iwith or without notice or passage of time) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Subunder, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of Parent and Sub;
(b) contravene, conflict withperformance required by, or result in a violation ofright to terminate, accelerate, modify or cancel under, or give require a notice under, or result in the creation of any Governmental Agency Encumbrance upon any of its material Assets under, any Material Contract, (iii) violate in any material respect any applicable material Law, Regulation or other Person Court Order or (iv) impose any material Encumbrance on any Assets of M Company or any M Subsidiaries or their Business.
(b) Except for (i) the right filings with the Delaware Secretary of State contemplated by Section 2.3 hereof, (ii) applicable requirements of any antitrust Laws, including those of foreign jurisdictions, and filings and notices under the Exon-Floxxx Xxovision and FOCI related rules and regulations, (iii) applicable requirements of federal and state securities laws, (iv) notice to challenge any and approval by the Stockholders of the transactions contemplated hereby by this Agreement, and thereby (v) any novations or to exercise any remedy or obtain any relief under, any Legal Requirement to which Parent or Sub Consents that may be subject;
required in connection with any Contract with the United States Government (c) contraveneas defined in Section 5.29 hereof), conflict no notices to, declarations, filings or registrations with, approvals, authorizations, permissions or result in a violation of any of the terms or requirements Consents of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modifyassignments by, any permitPersons (including any federal, approval, consent, authorization, license, variance, state or permission required local governmental or administrative authorities) are necessary to be made or obtained by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, M Company or any of their respective operations or assetsM Subsidiary in connection with the execution, except as would not reasonably be expected to have a Parent Material Adverse Effect;
(d) contravene, conflict with, or result in a violation or 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 delivery or performance of, of this Agreement or to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties Ancillary Agreement to which Parent or any Parent Subsidiary M Company is a party or any Parent Permit; or
(e) require with respect to Parent or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Personconsummation of the Merger.
Appears in 1 contract
No Conflict or Violation; Consents. (a) Except for the Consent Agreements and except as set forth on Schedule 3.10(a), none of the execution, delivery or performance of this Agreement, the consummation of the Merger or any other transaction contemplated hereby, nor compliance by Company with any of the provisions hereof, will (i) violate or conflict with any provision of Company’s Articles of Incorporation or bylaws, (ii) violate, conflict with, or result in a breach of or constitute a default (with or without notice or passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a consent under, or result in the creation of any Encumbrance upon any of its assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Company is a party or by which Company is bound, (iii) violate any applicable Regulation or Court Order or (iv) impose any Encumbrance on any Company Assets (other than Permitted Encumbrances), other than, with respect to (ii), (iii) and (iv) any such violation, conflict, breach, default, termination, acceleration, modification, cancellation, consent requirement or Encumbrance that would not reasonably be expected to have a Material Adverse Effect.
(b) Except as disclosed set forth on Section 3.6 Schedule 3.10(b), no notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Governmental Authority are necessary to be made or obtained by Company in connection with the execution, delivery or performance of this Agreement or the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure Lettercontemplated hereby, and except (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (Bi) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment Secretary of any transfer and gains taxes, neither the execution and delivery of this Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any State of the transactions contemplated hereby or thereby willState of California, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with, or result in a violation of (i) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Sub, or (ii) any resolution adopted filing that may be required by the board of directors HSR Act, and (iii) such notices, approvals or the stockholders of Parent and Sub;
(b) contravene, conflict with, consents which if not obtained or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief under, any Legal Requirement to which Parent or Sub may be subject;
(c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, or any of their respective operations or assets, except as made would not reasonably be expected to have a Parent Material Adverse Effect;
(d) contravene, conflict with, Effect on Company or result in a violation or breach of any provision of, or give any Person impair its ability to consummate the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties to which Parent or any Parent Subsidiary is a party or any Parent Permit; or
(e) require with respect to Parent or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Persontransactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Unify Corp)
No Conflict or Violation; Consents. (a) Except (i) as disclosed on Section 3.6 of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure Letter, and (ii) in the case of paragraphs (b) through (e) below: for (A1) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment AgreementS-4 Registration Statement, (B2) the filing and acceptance of the Certificate of Merger as required by applicable Corporate Entity Law, and (C3) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery of this Agreement, the Voting Agreements, the Unitholder Agreements Agreement by Parent and the Class C Amendment Agreement Merger Sub nor the consummation or performance by Parent and Merger Sub of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with, or result in a violation of (i) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Sub, or (ii) any resolution adopted by the board of directors or the stockholders of Parent and Sub;
(b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief under, any Legal Requirement to which Parent or Sub may be subject;
(c) contravene, conflict with, or result in a violation of any provision of the terms Amended and Restated Articles of Incorporation or requirements By-Laws of Parent, the Certificate of Formation or Limited Liability Company Agreement of Merger Sub or the comparable charter or organizational documents of any Parent Subsidiary;
(ii) assuming the consents, approvals, orders, authorizations, registrations, declarations, filings or permits referred to in Section 3.6(b) are duly and timely made or obtained, contravene, conflict with, result in a violation of any Legal Requirement of any Governmental Agency;
(iii) assuming the consents, approvals, orders, authorizations, registrations, declarations, filings or permits referred to in Section 3.6(b) are duly and timely made or obtained, contravene, conflict with, result in a violation of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, cancel or terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of ParentParent Subsidiary, or any of their respective operations or assets, except as would not reasonably be expected to have including certificates of occupancy and certificates of need, if any (a “Parent Material Adverse EffectPermit”);
(div) cause any of the assets owned by Parent or any Parent Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Agency except as provided by applicable law;
(v) contravene, conflict with, or result in a violation or 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 to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties material Contracts to which Parent or any Parent Subsidiary is a party or any Parent Permitparty; or
(evi) require result in the imposition or creation of any Lien (other than a Permitted Lien) upon or with respect to any of the assets owned or used by Parent or any Parent Subsidiary; except as to clauses (ii), (iii), (iv), (v) and (vi) as would not, individually or in the aggregate, have a Parent Material Adverse Effect.
(b) Except as disclosed on Section 3.6(b) of the Company Disclosure Letter, no consent, approval, order or authorization of, or registration or registration, declaration, filing with, or notice to, or permit from, any Governmental Agency or any other Person, is required by or on behalf of Parent or any of the Parent Subsidiaries in connection with the execution and delivery of his Agreement nor the consummation or performance of any of the transactions contemplated hereby, other than such consents, approvals, orders, authorizations, registrations, declarations, filings, notices or permits that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Ventas Inc)
No Conflict or Violation; Consents. Except (i) as disclosed on Section 3.6 of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) Schedule ---------------------------------- -------- 4.4, none of the Company Disclosure Letterexecution, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery or performance of this Agreement or any --- Ancillary Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby willthereby, directly the consummation of the Financing, nor compliance by Parent or indirectly (Sub with any of the provisions hereof or without notice or lapse of time):
thereof, will (a) contraveneviolate or conflict with any provision of the Certificate of Incorporation or Bylaws of Parent or Sub, (b) violate, conflict with, or result in a violation breach of or constitute a default (iwith or without notice of passage of time) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Subunder, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of Parent and Sub;
(b) contravene, conflict withperformance required by, or result in a violation ofright to terminate, accelerate, modify or cancel under, or give require a notice under, or result in the creation of any Governmental Agency or other Person the right to challenge Encumbrance upon any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief its assets under, any Legal Requirement contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Parent or Sub may be subject;
(c) contravene, conflict with, is a party or result in a violation of any of the terms by which Parent or requirements of, Sub is bound or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, or which any of their respective operations assets are subject, (c) violate any Regulation or assets, except as would not reasonably be expected Court Order applicable to have a Parent Material Adverse Effect;
or Sub or (d) contraveneimpose any Encumbrance on any assets of Parent or Sub or their respective businesses. Except for filings pursuant to applicable state securities or blue sky laws and Regulation D of the Securities Act or as set forth on Schedule 4.4, conflict no notices ------------ to, declaration, filing or registration with, approvals or result in a violation or breach of any provision Consents of, or give assignments by, any Person Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Parent or Sub in connection with the right to declare a default or exercise any remedy underexecution, or to accelerate the maturity delivery or performance of, of this Agreement or to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties Ancillary Agreement to which Parent or any Parent Subsidiary and/or Sub is a party or any Parent Permit; or
the consummation of (ei) require with respect to Parent the transactions contemplated hereby or any Parent Subsidiary, thereby and (ii) the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other PersonFinancing.
Appears in 1 contract
No Conflict or Violation; Consents. Except (i) as disclosed on the appropriate subsection of Section 3.6 of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure Letter, and (ii) in the case of paragraphs (b), (c), (d) through and (e) below: g): for (A) the filing with the SEC of Securities and Exchange Commission (the Proxy Statement and such reports under Section 13(a“SEC”) of the Exchange Act as may proxy statement to be required filed with the SEC in connection with the Voting Agreements, Merger (the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement“Proxy Statement”), (B) the filing and acceptance for record of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxestaxes and (D) filings required to be made by the Company with the SEC under the Exchange Act (as defined herein) with respect to the public announcement of the pendency of the transactions contemplated hereby, neither the execution and delivery of this Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby (including the Declaration Amendment) will, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with, or result in a violation of (i) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of SubOrganizational Documents, or (ii) any resolution adopted by the board of directors Board or the stockholders of Parent and SubCompany shareholders;
(b) contravene, conflict with, or result in a violation of, or give (i) any international, foreign, federal, state, county, local or municipal government or administrative agency or political subdivision thereof, (ii) any governmental agency, authority, board, bureau, commission, department or instrumentality, (iii) any court or administrative tribunal, (iv) any non-governmental agency, tribunal or entity that is vested by a governmental agency with applicable jurisdiction, or (v) any arbitration tribunal or other non-governmental authority with applicable jurisdiction (“Governmental Agency Agency”) or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief under, any constitution, law, rule, ordinance, permit, principle of common law, regulation, statute, treaty, judgment, decree or order (“Legal Requirement Requirement”) to which Parent the Company, the Company Subsidiaries, or Sub any of the assets owned or used by the Company or the Company Subsidiaries, may be subject;
(c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parentthe Company, any Subsidiary of Parent, the Company Subsidiaries or any of their respective operations or assets, including, without limitation, certificates of occupancy and certificates of need for the Company Properties (as defined herein) (“Company Permit”), except as would not reasonably be expected to have a Parent Company Material Adverse Effect or prevent or delay in any material respect the consummation of the Merger (a “Company Prohibited Effect”);
(d) to the Knowledge of the Company, cause the Company, Parent or Sub to become subject to, or to become liable for the payment of, any Tax (as defined below), other than Transfer and Gains Taxes;
(e) with respect to any Material Contract (as defined below), contravene, conflict with, or result in a violation or 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 to cancel, terminate, or modify, modify such Material Contract;
(f) result in the imposition or creation of any contracts, agreements, commitments, instruments and guaranties Lien (other than Permitted Liens) upon or with respect to which Parent any of the assets owned or any Parent Subsidiary is a party or any Parent Permitused by the Company; or
(eg) require with respect to Parent or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Person.
Appears in 1 contract
Samples: Merger Agreement (Ventas Inc)
No Conflict or Violation; Consents. Except (i) as disclosed on Section 3.6 None of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure Letterexecution, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery or performance of this Agreement or any Ancillary Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby willthereby, directly nor compliance by any Seller with any of the provisions hereof or indirectly (with or without notice or lapse of time):
thereof, will (a) contraveneviolate or conflict with any provision of any Seller's governing documents, (b) violate, conflict with, or result in a violation breach of or constitute a Default (i) any provision of the Certificate of Incorporation with or By-Laws of Parent without notice or the Certificate passage of Formation or Limited Liability Company Agreement of Subtime) under, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of Parent and Sub;
(b) contravene, conflict withperformance required by, or result in a violation right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its respective assets under, any Contract, Lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which any Seller is a party or by which any Seller is bound or to which the Assets or any portion thereof are subject, (c) violate any applicable Regulation or Court Order or (d) impose any Encumbrance on any Assets or the business of any Seller. Except as set forth in Section 3.8 of the Seller Disclosure Schedule, no notices to, declaration, filing or registration with, approvals or consents of, or give assignments by, any Governmental Agency Persons (including any federal, state or other Person local governmental or administrative authorities) are necessary to be made or obtained by any Seller in connection with the right to challenge execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, the Assumed Liabilities do not, and thereby or to exercise as of the Closing will not, include any remedy or obtain any relief underindebtedness for borrowed money (including, without limitation, any Legal Requirement to which Parent capital Lease) or Sub outstanding letter of credit or similar obligation except as set forth in Section 3.8 of the Seller Disclosure Schedule (the "Funded Debt"). Except as set forth in Section 3.8 of the Seller Disclosure Schedule, each such obligation may be subject;
(c) contravene, conflict with, or result in a violation prepaid at any time upon tender of the outstanding principal amount and accrued but unpaid interest without payment of any of the terms premium, pre-payment fee or requirements of, similar charge or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parent, any Subsidiary of Parent, or any of their respective operations or assets, except as would not reasonably be expected to have a Parent Material Adverse Effect;
(d) contravene, conflict with, or result in a violation or 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 to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties to which Parent or any Parent Subsidiary is a party or any Parent Permit; or
(e) require with respect to Parent or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Personexpense.
Appears in 1 contract
No Conflict or Violation; Consents. Except (i) as disclosed on the appropriate subsection of Section 3.6 of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure Letter, and (ii) in the case of paragraphs (b), (c), (d) through and (e) below: g): for (A) the filing with the SEC of Securities and Exchange Commission (the Proxy Statement and such reports under Section 13(a"SEC") of the Exchange Act as may proxy statement to be required filed with the SEC in connection with the Voting Agreements, Merger (the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement"Proxy Statement"), (B) the filing and acceptance for record of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxestaxes and (D) filings required to be made by the Company with the SEC under the Exchange Act (as defined herein) with respect to the public announcement of the pendency of the transactions contemplated hereby, neither the execution and delivery of this Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby (including the Declaration Amendment) will, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with, or result in a violation of (i) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of SubOrganizational Documents, or (ii) any resolution adopted by the board of directors Board or the stockholders of Parent and SubCompany shareholders;
(b) contravene, conflict with, or result in a violation of, or give (i) any international, foreign, federal, state, county, local or municipal government or administrative agency or political subdivision thereof, (ii) any governmental agency, authority, board, bureau, commission, department or instrumentality, (iii) any court or administrative tribunal, (iv) any non-governmental agency, tribunal or entity that is vested by a governmental agency with applicable jurisdiction, or (v) any arbitration tribunal or other non-governmental authority with applicable jurisdiction ("Governmental Agency Agency") or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief under, any constitution, law, rule, ordinance, permit, principle of common law, regulation, statute, treaty, judgment, decree or order ("Legal Requirement Requirement") to which Parent the Company, the Company Subsidiaries, or Sub any of the assets owned or used by the Company or the Company Subsidiaries, may be subject;
(c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "Parent Permit") with respect to Parentthe Company, any Subsidiary of Parent, the Company Subsidiaries or any of their respective operations or assets, including, without limitation, certificates of occupancy and certificates of need for the Company Properties (as defined herein) ("Company Permit"), except as would not reasonably be expected to have a Parent Company Material Adverse Effect or prevent or delay in any material respect the consummation of the Merger (a "Company Prohibited Effect");
(d) to the Knowledge of the Company, cause the Company, Parent or Sub to become subject to, or to become liable for the payment of, any Tax (as defined below), other than Transfer and Gains Taxes;
(e) with respect to any Material Contract (as defined below), contravene, conflict with, or result in a violation or 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 to cancel, terminate, or modify, modify such Material Contract;
(f) result in the imposition or creation of any contracts, agreements, commitments, instruments and guaranties Lien (other than Permitted Liens) upon or with respect to which Parent any of the assets owned or any Parent Subsidiary is a party or any Parent Permitused by the Company; or
(eg) require with respect to Parent or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Person.
Appears in 1 contract
Samples: Merger Agreement (Eldertrust)
No Conflict or Violation; Consents. Except (i) as disclosed on Section 3.6 of the Company Disclosure Letter and subject to receipt of the consents and consummation of the transactions set forth on Section 7.2(d) of the Company Disclosure Letter, and (ii) in the case of paragraphs (b) through (e) below: for (A) the filing with the SEC of the Proxy Statement and such reports under Section 13(a) of the Exchange Act as may be required in connection with the Voting Agreements, the Unitholder Agreements, the Class C Amendment Agreement and the transactions contemplated by the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement, (B) the filing of the Certificate of Merger as required by applicable Corporate Law, and (C) such filings as may be required in connection with the payment of any transfer and gains taxes, neither the execution and delivery of this Agreement, the Voting Agreements, the Unitholder Agreements and the Class C Amendment Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with, or result in a violation of (i) any provision of the Certificate of Incorporation or By-Laws of Parent or the Certificate of Formation or Limited Liability Company Agreement of Sub, or (ii) any resolution adopted by the board of directors or the stockholders of Parent and Sub;
(b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby and thereby or to exercise any remedy or obtain any relief under, any Legal Requirement to which Parent or Sub may be subject;
(c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement (a "“Parent Permit"”) with respect to Parent, any Subsidiary of Parent, or any of their respective operations or assets, except as would not reasonably be expected to have a Parent Material Adverse Effect;
(d) contravene, conflict with, or result in a violation or 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 to cancel, terminate, or modify, any contracts, agreements, commitments, instruments and guaranties to which Parent or any Parent Subsidiary is a party or any Parent Permit; or
(e) require with respect to Parent or any Parent Subsidiary, the consent, approval, or authorization of, or registration or filing with, or notice to, any Governmental Agency or any other Person.
Appears in 1 contract
Samples: Merger Agreement (Ventas Inc)
