No Conflict; Required Filings and Consent. The execution and delivery by Baker of this Agreement and the performance by it of its obligations hereunder and the completion of the Business Combination will not violate, conflict with or result in a breach of any provision of the organizational documents of Baker or its Subsidiaries, and, except as would not have a Baker Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any Baker Material Contract; or (ii) any Law to which Baker or its Subsidiaries are subject or by which Baker or its Subsidiaries are bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any Baker Material Contract or licence or permit held by Baker or its Subsidiaries; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or any restriction or limitation under any Baker Material Contract or licence or permit held by Baker or its Subsidiaries, or result in the imposition of any Lien upon any of Baker’s assets or the assets of its Subsidiaries. Other than the Interim Order, the Final Order and the filing of documents relating to the Business Combination with the CBCA Director, no Permit is necessary on the part of Baker for the consummation by Baker of its obligations in connection with the Business Combination under this Agreement or for the completion of the Business Combination not to cause or result in any loss of any rights or assets or any interest therein held by Baker or its Subsidiaries in any material properties, except for such Permits as to which the failure to obtain or make would not (x) individually or in the aggregate, prevent or materially delay consummation of the Business Combination or (y) have a Baker Material Adverse Effect.
Appears in 2 contracts
Samples: Business Combination Agreement (TILT Holdings Inc.), Business Combination Agreement (TILT Holdings Inc.)
No Conflict; Required Filings and Consent. The execution and delivery by Baker SVT of this Agreement and the performance by it of its obligations hereunder and the completion of the Business Combination will not violate, conflict with or result in a breach of any provision of the organizational documents of Baker SVT or its Subsidiaries, and, except as would not have a Baker an SVT Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any Baker SVT Material Contract; or (ii) any Law to which Baker SVT or its Subsidiaries are subject or by which Baker SVT or its Subsidiaries are bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any Baker SVT Material Contract or licence or permit held by Baker SVT or its Subsidiaries; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or any restriction or limitation under any Baker SVT Material Contract or licence or permit held by Baker SVT or its Subsidiaries, or result in the imposition of any Lien upon any of BakerSVT’s assets or the assets of its Subsidiaries. Other than the Interim Order, the Final Order and the filing of documents relating to the Business Combination with the CBCA Director, no Permit is necessary on the part of Baker SVT for the consummation by Baker SVT of its obligations in connection with the Business Combination under this Agreement or for the completion of the Business Combination not to cause or result in any loss of any rights or assets or any interest therein held by Baker SVT or its Subsidiaries in any material properties, except for such Permits as to which the failure to obtain or make would not (x) individually or in the aggregate, prevent or materially delay consummation of the Business Combination or (y) have a Baker an SVT Material Adverse Effect.
Appears in 2 contracts
Samples: Business Combination Agreement (TILT Holdings Inc.), Business Combination Agreement (TILT Holdings Inc.)