No Conflict; Required Consents and Approvals. (a) Except to the extent set forth in Section 2.4(a) the execution, delivery and performance by Parent, Seller and Company of this Agreement and each of the Transaction Documents to which Parent, Seller or Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate any Applicable Law with respect to Parent, Seller and Company; or (ii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Parent, Seller and/or the Company under, or result in the creation of any Encumbrance on any property, asset or right of Parent, Seller, or Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, Seller or Company is a party or by which Parent, Seller, or the Company or any of its respective properties, assets or rights are bound or affected.
(b) Except to the extent set forth in Section 2.4(b), the execution, delivery and performance by Parent, Seller, and Company of this Agreement and each of the Transaction Documents to which Parent, Seller or Company is or will be a party and the consummation of the transactions contemplated hereby or thereby by Parent, Seller or the Company does not, and the performance of this Agreement by Parent, Seller and the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity for such performance or in order to prevent the termination of any right, privilege, license or qualification of Parent, Seller or the Company.
No Conflict; Required Consents and Approvals. (a) Assuming compliance with the HSR Act and other applicable Antitrust Laws, the execution, delivery and performance by Xxxxxx and Merger Sub of this Agreement and each of the Parent Ancillary Agreements (in the case of Parent) and Merger Sub Ancillary Agreements (in the case of Merger Sub), and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the Charter Documents of Parent or Merger Sub or (ii) conflict with or violate any Laws or any judgment, decree or order to which Parent or Merger Sub are subject, except in the case of clause (ii) where such conflict or violation would not reasonably be expected to result in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements or the Merger Sub Ancillary Agreements.
(b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary or required to be made or obtained by Parent or Merger Sub to enable Parent and Merger Sub to lawfully execute, deliver and perform this Agreement, each of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered into by Merger Sub (as to Merger Sub) or to consummate the transactions contemplated hereby or thereby, except for (i) filings pursuant to the HSR Act or other applicable Antitrust Laws, if any (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Parent or Merger Sub would not reasonably be expected to result in a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements (as to Merger Sub), (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iv) any filings required under applicable securities Laws.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Purchaser of this Agreement and each of the Transaction Documents to which it is or will be a party, and the consummation of the Transactions, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws of Purchaser; (ii) conflict with or violate any Applicable Law; or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under or require any consent of any Person pursuant to, any Contract or permit of Purchaser, except, in the case of the foregoing clauses (i), (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a material adverse effect on Purchaser’s ability to consummate the Transactions.
(b) The execution, delivery and performance by Purchaser of this Agreement and each of the Transaction Documents to which it is or will be a party and the consummation of the Transactions by Purchaser do not, and the performance of this Agreement by Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity for such performance, except for any filings required to be made under the HSR Act and other applicable Antitrust Laws.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by such Purchaser of this Agreement and each of the Transaction Documents to which such Purchaser is or will be a party, and the consummation of the Transactions, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of such Purchaser; (ii) conflict with or violate any Applicable Law; or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under or require any consent of any Person pursuant to, any material contract or permit of such Purchaser, except, in the case of the foregoing clauses (i), (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a material adverse effect on such Purchaser’s ability to consummate the Transactions.
(b) The execution, delivery and performance by such Purchaser of this Agreement and each of the other Transaction Documents to which such Purchaser will be a party or the consummation of the Transactions by such Purchaser do not, and the performance of this Agreement by such Purchaser will not, require any consent, approval authorization or permit of or filing with or notification to, any Governmental Entity for such performance.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Purchaser (and each Purchaser Designee, if any) of this Agreement and each of the Transaction Documents to which it is or will be a party and the consummation of the Transactions do not and will not: (i) conflict with or violate the operating agreement, articles of organization, certificate of incorporation or bylaws or equivalent organizational documents of Purchaser (or such Purchaser Designee, if any); (ii) assuming compliance with the matters referred to in Section 3.3(b), materially conflict with or violate any applicable Law; or (iii) result in a material breach of, constitute a material default (or an event that, with notice or lapse of time or both, would become a material breach or default) under or require any consent of any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, any Contract or permit of Purchaser (or such Purchaser Designee, if any).
(b) The execution, delivery and performance by the Purchaser (and each Purchaser Designee, if any) of this Agreement and any Transaction Documents to which it is or will be a party and the consummation by Purchaser (and each Purchaser Designee, if any) of the Transactions require no consents, waivers, authorizations, Orders or Permits, or approvals of, or filings, declarations or registrations with, or other action by or in respect of, any Governmental Entity, other than (i) compliance with any applicable requirements of the HSR Act, including the termination or expiration of the waiting period required thereunder, or any other Antitrust Laws; and (ii) compliance with any applicable requirements of any applicable securities Laws, whether federal, state, provincial or foreign.
No Conflict; Required Consents and Approvals. (a) The execution and delivery of this Agreement by Buyer do not, and the performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the Articles of Organization or Operating Agreement of Buyer, (ii) conflict with or violate any United States federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Buyer or by or to which any of its properties or assets is bound or subject or (iii) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, any Contracts to which Buyer is a party or by which any of its properties or assets is bound.
(b) The execution and delivery of this Agreement by Buyer do not, and the performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby will not, require Buyer to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any court, administrative agency or commission or other Governmental Entity, or any third party, except public filings required to be made by Buyer as a public reporting company.
No Conflict; Required Consents and Approvals. Buyers’ Guarantor execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under or permit the termination of the Buyers’ Guarantor’s organizational documents, any material contract to which Buyers’ Guarantor is a party or any material law, statute, regulation, rule, ordinance, judgment, decree or order applicable to Buyers’ Guarantor. No consent, order, approval, authorization, declaration or filing with or from any Governmental Authority or any other Person is required on the part of Buyers’ Guarantor for or in connection with the execution and delivery of this Agreement by Buyers’ Guarantor.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Purchaser do not, and the consummation of Transactions contemplated hereby will not, directly or indirectly (with or without notice, lapse of time or both): (i) conflict with or result in a violation or breach of, or default under, the Organizational Documents of Purchaser or its subsidiaries; (ii) assuming that all consents, approvals and authorizations contemplated by subsection (b) below have been obtained, and all filings described therein have been made, conflict with, breach or violate any Law applicable to Purchaser or by which Purchaser or any of its properties are bound; or (iii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default), require a consent notice, waiver notice, filing or other action or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, or result in the creation of an Encumbrance (except a Permitted Encumbrance) on any of the assets of Purchaser pursuant to, any Contracts to which Purchaser or any of its Affiliates is a party or by which Purchaser or any of its Affiliates or its or their respective properties are bound (including any Contract to which an Affiliate of Purchaser is a party), except, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or other occurrence which would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.
(b) The execution, delivery and performance of this Agreement by Purchaser and the consummation of the Transactions contemplated hereby by Purchaser do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, except for (i) the applicable requirements, if any, of the Exchange Act and the rules and regulations promulgated thereunder and state securities, takeover and “blue sky” laws, (ii) the applicable filings and approvals under any applicable Antitrust Law (including under the HSR Act) and (iii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.
No Conflict; Required Consents and Approvals. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under (a) its organizational documents, (b) any material contract binding upon Seller or (c) any Legal Requirement, except in the case of clauses (b) and (c) for such violations, conflicts or defaults that would not have a material adverse effect on Seller’s ability to sell the Purchased Securities to the Buyer Group pursuant to the terms of this Agreement. Except as set forth on Schedule 3.4, no consent, order, approval, authorization, declaration or filing with or from any Governmental Authority or third party is required on the part of Seller for or in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions by Seller.
No Conflict; Required Consents and Approvals. Except as set forth on Schedule 3.15 of the Disclosure Schedule and except for applicable filings under the HSR Act, the Company’s execution, delivery and performance of this Agreement and the other agreements, instruments and documents of the Company contemplated hereby will not result in any material violation of, be in material conflict with or constitute a material default under the Company Charter Documents, any Material Contract, any Authorization or any Legal Requirement. Except as set forth on Schedule 3.15 of the Disclosure Schedule and except for applicable filings and approvals under the HSR Act, no material consent, order, approval, authorization, declaration or filing with or from any governmental authority or any party to a Material Contract is required on the part of the Company for or in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby by the Company.
