No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer.
Appears in 2 contracts
Samples: Merger Agreement (Esb Financial Corp), Merger Agreement (Wesbanco Inc)
No Conflict. Except as disclosed in Section 4.01(e(a) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, Neither the execution, delivery and performance by Parent, Holdings and Merger Sub of this Agreement, and Agreement nor the consummation by any of them of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and hereby in accordance with the terms hereof will not (i) conflict with or result in a breach of any provisions of the Articles of Association and the Organizational Regulations of Parent or the Certificate of Incorporation and the Memorandum and Articles of Association of Holdings or the Certificate of Formation or Limited Liability Company Agreement of Merger Sub or the certificate of incorporation, bylaws or similar governing documents of any of Parent’s Significant Subsidiaries, (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Parent or any of its Subsidiaries under any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Parent or Buyer Sub any of its Subsidiaries is a party party, or by which it Parent or any of its Subsidiaries or any of their properties is bound or assets may be bound; affected or (Diii) subject to the filings and other matters referred to in Section 4.6(b), contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Parent or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except for such matters described in clause (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that(iii) as do not and are not reasonably likely to have, individually or in the aggregate, would not have a material adverse effect on Buyer; Parent Material Adverse Effect.
(b) Neither the execution, delivery and performance by Parent, Holdings or (iii) violate Merger Sub of this Agreement nor the consummation by any of them of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer SubsidiariesGovernmental Entity, other than such violationsthe Regulatory Filings and the filing of a supplemental listing application with the NYSE pursuant to Section 5.8, cancellationsexcept for any consent, modifications, revocations approval or suspensions thatauthorization the failure of which to obtain and for any filing or registration the failure of which to make, individually or in the aggregate, would does not and is not reasonably be expected likely to have a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Transocean Ltd.), Agreement and Plan of Merger (Transocean Partners LLC)
No Conflict. Except as disclosed Provided that all consents, approvals, authorizations and other actions described in Section 4.01(e3.05 have been obtained or taken, the execution and delivery by the Parent or the applicable Affiliate of the Parent (as applicable) of the Buyer Disclosure Schedule and subject Transaction Agreements to which it is a party, the receipt performance by the Parent or the applicable Affiliate of the required approvals Parent (as applicable) of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval its obligations under each of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, Transaction Agreements to which it is a party and the consummation by the Parent or the applicable Affiliate of the Parent (as applicable) of the transactions contemplated by this Agreement by Buyer and Buyer Sub each of the Transaction Agreements to which the Parent or the applicable Affiliate of the Parent (as applicable) is a party, do not and will not not, directly or indirectly (iwith or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a violation breach of, the organizational documents of the Parent or the applicable Affiliate of the Parent (as applicable), any of the Companies or any of the Transferred Subsidiaries, (b) conflict with or violate in any material respect any Law or Governmental Order applicable to the Parent or the applicable Affiliate of the Parent (as applicable), any of the Companies or any of the Transferred Subsidiaries or by which any of them or any of their respective properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under, or give to any Person any rights of termination, acceleration or cancellation of, or result in the breach a loss of rights under, or a default (or which with notice or lapse of time would result in a defaultthe creation of any Lien (other than Permitted Liens) underon any of the assets or properties of the Parent, any provision of: (A) of the Sellers, any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub the Companies or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) Transferred Subsidiaries pursuant to, any material agreement, indenture or instrument Contract to which Buyer the Parent, any of the Sellers, any of the Companies or Buyer Sub any of the Transferred Subsidiaries is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer them or any of their respective properties, assets or businesses is bound or subject, except, in the Buyer Subsidiariescase of clause (c) of this Section 3.04, other than for any such conflicts, violations, breaches, defaults, consents, terminations, accelerations, cancellations, modifications, revocations losses of rights or suspensions creations that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Prudential Financial Inc)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule The execution and subject to the receipt of the required approvals of Regulatory Authorities delivery by Pxxxxx and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption Sub of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub hereby do not and will not (i) conflict withwith or violate any provision of the Parent Charter Documents, (ii) conflict with or violate any provision of any certificates of incorporation and bylaws, or like organizational documents, of any Subsidiary of Parent, (iii) subject to obtaining the approval of the Parent Voting Proposal by Parent’s shareholders as contemplated in Section 5.2(b) and compliance with the requirements set forth in Section 3.3(d), conflict with or violate any Legal Requirements applicable to Parent or any of its Subsidiaries or by which Parent or any of its Subsidiaries or any of their respective properties or assets (whether tangible or intangible) is bound, (iv) result in a violation of, or result in the any breach of or constitute a default (or which an event that with notice or lapse of time or both would result in become a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule impair Parent’s rights or administrative ruling alter the rights or obligations of any Governmental Authority applicable third party under, or give to Buyer others any rights of termination, amendment, acceleration or Buyer Sub cancellation of, or trigger or accelerate any payment under, any Contract to which Parent or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Subsidiaries is a party or by which it Parent or any of its Subsidiaries or its or any of their respective assets or properties are bound or assets may be bound; affected, or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iiv) result in the creation of a Lien on any of the properties or acceleration assets of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer Parent or any of the Buyer Subsidiariesits Subsidiaries except in each case of (i) through (v) for such conflicts, other than such violations, cancellationsbreaches, modificationsdefaults, revocations impairments, alterations, rights of termination, amendment, acceleration or suspensions thatcancellation, or creation of Liens which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on BuyerParent.
Appears in 2 contracts
Samples: Merger Agreement (Flextronics International Ltd.), Merger Agreement (Solectron Corp)
No Conflict. Except as disclosed in Section 4.01(e) The execution, delivery, and performance by Loan Parties of the Buyer Disclosure Schedule and subject Loan Documents to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, which they are parties and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub the Loan Documents do not and will not (ia) violate any provision of any law or any governmental rule, or regulation applicable to Parent or any of its Subsidiaries, or any order, judgment, or decree of any court or other agency of government binding on Parent or any of its Subsidiaries, (b) conflict with, or result in a violation breach of, or result in the breach of or a default constitute (or which with due notice or lapse of time would result in or both) a default) under, default under any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling Contractual Obligation of any Governmental Authority applicable to Buyer or Buyer Sub Parent or any of its Subsidiaries, (c) result in or their properties; (B) require the certificates creation or imposition of incorporation or bylaws any Lien upon any of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their the properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel Parent or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries (iiother than any Liens created under any of the Loan Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in the creation any default, non-compliance, suspension, revocation, impairment, forfeiture, or acceleration non-renewal of any security interestpermit, mortgagelicense, optionauthorization, claimor approval applicable to its operations or any of its properties, lien(e) require any approval of stockholders, charge members, or encumbrance upon partners or interest in any property approval or consent of Buyer any Person under any Contractual Obligation of Parent or Buyer any of its Subsidiaries, other than except for such security interestsapprovals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders, mortgagesor (f) violate any provision of any of the Organizational Documents of Parent or any of its Subsidiaries, optionsexcept, claimsin the case of the preceding clauses (a), liens(b), charges (d) and (e), for any violation, conflict, breach, default, creation, imposition, non-compliance, suspension, revocation, impairment, forfeiture, non-renewal, or encumbrances thatrequirement, in each case, that could not reasonably be expected, either individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Tax, Inc.), Credit Agreement (Liberty Tax, Inc.)
No Conflict. Except as disclosed set forth in Section 4.01(eSchedule 3.1(f) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities lawshereto, the execution, delivery and performance by Seller and its subsidiaries of this Agreement, the Transaction Agreements to which they are a party and the consummation by Seller and its subsidiaries of the transactions contemplated by this Agreement by Buyer hereby and Buyer Sub do thereby does not and will not (i) violate or result in the breach of any provision of federal, state, local or foreign law, rule, regulation, order, injunction, judgment or decree applicable to Seller or any of its subsidiaries or to which their respective properties are subject; (ii) require any consent or approval of, or filing with or notice to, any governmental or regulatory authority under any provision of federal, state, local or foreign law, rule, regulation, order, judgment or decree applicable to Seller or any of its subsidiaries; (iii) violate any provision of the Certificate of Incorporation or By-laws or other constituent documents of Seller or any of its subsidiaries; (iv) require any consent, approval or notice under, conflict with, or result in the breach, lapse, cancellation or termination of, or constitute a violation ofdefault under, or result in the breach acceleration (whether after the filing of or a default (or which with notice or the lapse of time would result in a defaultor both) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer right or Buyer Sub obligation of, or the performance by, Seller or any of its subsidiaries under, or their properties; (B) the certificates result in a loss of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument benefit to which Buyer Seller or Buyer Sub any of its subsidiaries is entitled or result in any penalty or adverse consequence under, any Business Contract or any plan, permit, authorization or approval which is an Asset or which is owned or used by a party Subsidiary or by under which it a Subsidiary has any right or their properties or assets may be bound; obligation or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iiv) result in the creation or acceleration imposition of any security interest, mortgage, option, claim, lien, charge Lien on any of the Assets or encumbrance upon the Stock or interest in on any property assets of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or the Subsidiaries (except in the aggregatecase of clauses (i), (ii), (iv) or (v), for such violations, consents, approvals, filings, notices, conflicts, breaches, lapses, cancellations, terminations, defaults, accelerations or losses, the absence of which or the result of which, as the case may be, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect).
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Arterial Vascular Engineering Inc), Stock and Asset Purchase Agreement (Bard C R Inc /Nj/)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule The execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreementdo not, and the consummation of the Merger and the other transactions contemplated by this Agreement by Buyer and Buyer Sub do not and compliance with the provisions of this Agreement will not (i) not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a violation ofright of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the breach creation of any Lien upon any of the properties or a default (assets of Parent or which with notice or lapse of time would result in a default) Sub under, any provision of: of (Ai) any Federalthe certificate of incorporation, state bylaws or local law, regulation, ordinance, order, rule comparable organizational documents of Parent or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result subject to the filings and other matters referred to in the creation immediately following sentence, any Law or acceleration of any security interestJudgment, mortgage, option, claim, lien, charge in each case applicable to Parent or encumbrance upon Sub or interest in any property of Buyer their respective properties or Buyer Subsidiariesassets, other than than, in the case of clause (ii), any such security interestsconflicts, mortgagesviolations, optionsbreaches, claimsdefaults, liensrights, charges losses or encumbrances thatLiens that would not, individually or in the aggregate, would not have a material adverse effect on Buyer; reasonably be expected to prevent or (iii) violate materially delay the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material licenseClosing. No consent, approval, certificate, permit order or authorization held of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by Buyer or any with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Buyer SubsidiariesMerger or the other transactions contemplated by this Agreement except for (I) the filing of a premerger notification and report form by Parent and Sub under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other than approvals or waiting periods as may be required under any other applicable foreign or domestic competition, merger control, antitrust or similar Law, (II) the delivery of the Certificate of Merger to the department of state of the State of New York and (III) such violationsother consents, cancellationsapprovals, modificationsorders, revocations authorizations, registrations, declarations, filings and notices the failure of which to be obtained or suspensions thatmade would not, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyerprevent or materially delay the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Avery Dennison Corporation), Merger Agreement (Paxar Corp)
No Conflict. Except as disclosed in Section 4.01(e(a) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance by Schlumberger of this AgreementAgreement does not, and the consummation by Schlumberger of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and in accordance with the terms hereof will not not, (i) conflict with or result in a breach of any provisions of the articles of incorporation or bylaws of Schlumberger, (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the suspension, termination or cancellation, or in a right of suspension, termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase or a right of additional payment under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable to Buyer Lien upon any of the properties or Buyer Sub assets of Schlumberger or any of its the Non-Schlumberger US Subsidiaries under, or their properties; (B) result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Schlumberger or any of the certificates Non-Schlumberger US Subsidiaries under, any of incorporation the terms, conditions or bylaws of Buyer provisions of, any loan or Buyer Sub; (C) any material credit agreement, indenture note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Buyer Schlumberger or Buyer Sub any of the Non-Schlumberger US Subsidiaries is a party party, or by which it Schlumberger or any of the Non-Schlumberger US Subsidiaries or any of their properties or assets may be bound; is bound or affected, or (Diii) any ordersubject to the filings and other matters referred to in Section 7.5(b), judgment, writ, injunction contravene or decree conflict with or constitute a violation of any courtprovision of any Applicable Law, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas have not had and would not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on Buyer; Schlumberger Material Adverse Effect.
(b) Other than those required under or in relation to (i) the DGCL and the Delaware LLC Act with respect to the filing of the Certificate of Merger, (ii) rules and regulations of the NYSE, (iii) violate the HSR Act, the EC Merger Regulation and such applicable competition, antitrust or premerger notification laws of the other jurisdictions set forth in Section 7.5 of the Schlumberger Disclosure Letter, (iv) the Securities Act, (v) the Exchange Act, (vi) state securities or “Blue Sky” laws and (vii) other Governmental Entities having jurisdiction over the Merger set forth in Section 7.5 of the Schlumberger Disclosure Letter, neither the execution, delivery or performance by Schlumberger of this Agreement, nor the consummation by Schlumberger of the other transactions contemplated by this Agreement in accordance with the terms hereof, will require any consent, approval, qualification or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material licenseGovernmental Entity, except for any consent, approval, certificate, permit qualification or authorization held by Buyer the failure of which to obtain and for any filing or any registration the failure of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, which to make has not had and would not reasonably be expected to have a material adverse effect on BuyerSchlumberger Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Schlumberger LTD /Nv/), Merger Agreement (Cameron International Corp)
No Conflict. Except (a) The execution and delivery of this Agreement and the Option Agreement by the Parent and Merger Sub do not, and the performance of this Agreement and the Option Agreement by each of the Parent and Merger Sub will not:
(i) conflict with or violate any provision of any Parent Charter Document or any equivalent organizational documents of any Parent Subsidiary;
(ii) assuming effectuation of all filings and registrations with termination or expiration of all applicable waiting periods imposed by, and receipt of all consents, approvals, authorizations and permits of all Governmental Entities indicated as disclosed required in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the 4.6 below, receipt of the all consents required approvals under any Contracts, and receipt of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement shares of Parent Common Stock in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation stockholders of the transactions contemplated Parent as required by this Agreement by Buyer and Buyer Sub do not and will not (i) NASDAQ/NMS, conflict with, with or result in a violation of, violate any material foreign or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority domestic Law applicable to Buyer or Buyer the Parent, Merger Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party other Parent Subsidiary or by which it any property or their properties asset of the Parent or assets any Parent Subsidiary is or may be bound; bound or (D) any orderaffected, judgment, writ, injunction except for such conflicts or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatviolations which, individually or in the aggregate, would have not have resulted and could not reasonably be expected to result in a material adverse effect Material Adverse Effect on Buyerthe Parent; or or
(iii) violate except as set forth in Section 4.5(b) of the terms Parent Disclosure Letter, result in any breach of or conditions constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or modification in a manner materially adverse to the Parent and the Parent Subsidiaries of any material right or benefit under or give to others any right of termination, amendment, acceleration, repayment or repurchase, increased payments or cancellation of, or result in the cancellationcreation of a lien or other encumbrance on any property or asset of the Parent, modificationMerger Sub, revocation or suspension ofany other Parent Subsidiary under, any material licenseContract to which the Parent, approval, certificate, permit or authorization held by Buyer Merger Sub or any other Parent Subsidiary is a party or by which any of the Buyer Subsidiariesthem or their assets or Properties is or may be bound or affected, except for any such breaches, defaults or other than such violations, cancellations, modifications, revocations or suspensions thatoccurrences which, individually or in the aggregate, would have not resulted and could not reasonably be expected to have result in a material adverse effect Material Adverse Effect on Buyer.the Parent;
Appears in 2 contracts
Samples: Merger Agreement (Metromedia Fiber Network Inc), Merger Agreement (Metromedia Fiber Network Inc)
No Conflict. Except as disclosed Provided that all consents, approvals, authorizations and other actions described in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities4.04 have been obtained or taken, the expiration of applicable regulatory waiting periodsexecution and delivery by the Parent of, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger performance by the Required Buyer Vote, the adoption Parent of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreementits obligations under, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub each of the Transaction Agreements to which it is a party do not and will not not, directly or indirectly (iwith or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a violation breach of, the organizational documents of the Parent, (b) conflict with or violate in any material respect any Law or Governmental Order applicable to the Parent or by which it or any of its properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under, or give to any Person any rights of termination, acceleration or cancellation of, or result in the breach a loss of rights under, or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling the creation of any Governmental Authority applicable to Buyer Lien (other than Permitted Liens) on any of the assets or Buyer Sub properties of the Seller, the Company or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) Transferred Subsidiaries pursuant to, any material agreement, indenture or instrument Contract to which Buyer or Buyer Sub the Parent is a party or by which it or their properties any of its properties, assets or assets may be bound; businesses is bound or (D) any ordersubject except, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation case of clause (c) of this Section 4.03, for any such conflicts, violations, breaches, defaults, consents, terminations, accelerations, cancellations, losses of rights or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances creations that, individually or in the aggregate, would not (i) have a material adverse effect on Buyer; Company Material Adverse Effect or (iiiii) violate the terms materially impede or conditions ofmaterially delay, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have materially impede or materially delay the ability of the Parent to perform its obligations under, or to consummate the transactions contemplated by, any of the Transaction Agreements to which it is a material adverse effect on Buyerparty.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Metlife Inc)
No Conflict. Except as disclosed set forth in Section 4.01(e) 4.4 of the Buyer Sellers Disclosure Schedule and Schedule, subject to the receipt of the required approvals consents, approvals, authorizations and other requirements set forth in Section 4.5 of Regulatory Authorities and Governmental Authoritiesthe Sellers Disclosure Schedule, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption execution and delivery of this Agreement by the Required each of Parent Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, Subsidiary Seller and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub hereby do not and will not (ia) conflict with, or result in a violation violate any provision of, or result in the breach of or a default (by any of Parent Seller, Subsidiary Seller, the Target Companies or which with notice any of their Subsidiaries under, or lapse of time would result in a default) require any filing, registration or qualification under, any provision of: applicable Law (A) including any Federal, United States federal or state securities Laws or local law, regulation, ordinance, order, rule or administrative ruling equivalent Laws of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; foreign jurisdiction), (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iiib) violate the terms or conditions any provision of, or result in the cancellationbreach of or default under, modificationthe organizational documents of any of Parent Seller, revocation Subsidiary Seller, the Target Companies or suspension any of their Subsidiaries, (c) require that any consent under, or waiver of, any material licenseprovision of the organizational documents of Parent Seller, approvalSubsidiary Seller, certificatethe Target Companies or any of their Subsidiaries be obtained, permit (d) violate any Material Contract, or authorization held by Buyer terminate or result in the termination of any Material Contract, (e) result in the creation of any Lien upon the Units or any of the Buyer Subsidiaries, properties or assets of the Target Companies or any of their Subsidiaries other than such violationsPermitted Liens, cancellations, modifications, revocations or suspensions that, individually or (f) result in the aggregateacceleration of the time for performance of any obligation under any Material Contract, (g) require that any consent or waiver under any Material Contract be obtained, (h) constitute an event which, after notice or lapse of time or both, would not reasonably be expected to have result in any such violation, breach, termination or creation of a material adverse effect on BuyerLien other than Permitted Liens or (i) result in a violation or revocation of any license, permit or approval from any Governmental Authority.
Appears in 2 contracts
Samples: Purchase Agreement (Limelight Networks, Inc.), Purchase Agreement (DG FastChannel, Inc)
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by Parent or the Required Seller Vote and required filings under Federal and state securities lawsPurchaser, the executionacceptance for payment or acquisition of Shares pursuant to the Offer, delivery and performance the consummation by Parent or the Purchaser of the Merger or any other transaction contemplated by this Agreement, and or compliance by Parent or the consummation Purchaser with any of the transactions contemplated by provisions of this Agreement by Buyer and Buyer Sub do not and will not (iwith or without notice or lapse of time, or both): (a) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or the Purchaser, (b) assuming that all consents, approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or the Purchaser or any other Subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or any of their respective properties or assets, or require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in a violation termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the breach creation of a Lien upon any of the respective properties or a default (assets of Parent, the Purchaser or which with notice or lapse of time would result in a default) underany Parent Subsidiary pursuant to, any provision of: (A) any FederalContract, state permit or local lawother instrument or obligation to which Parent, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub the Purchaser or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Parent Subsidiary is a party or by which it they or any of their respective properties or assets may be bound; bound or affected, except, with respect to clauses (Db) and (c), for any ordersuch conflicts, judgmentviolations, writconsents, injunction or decree of any courtbreaches, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interestlosses, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiariesdefaults, other than such security interests, mortgages, options, claims, liens, charges occurrences or encumbrances thatLiens which, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iiii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect or (ii) prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Gentek Inc), Merger Agreement (ASP GT Holding Corp.)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance by Coors of this Agreement, Amendment and the consummation by Coors of the transactions contemplated by this Agreement by Buyer Amendment and Buyer Sub the documents referred to in this Amendment to which it is a party do not and will not not, subject to obtaining the Coors Stockholder Approval and receipt of the Approvals referred to in Section 3(d) below, (i) contravene, conflict with, with or result in a violation ofor breach of any provision of the Coors Charter Documents or the equivalent organizational documents of any of Coors' material Subsidiaries, (ii) contravene, conflict with or result in the a violation or breach of any provisions of any Law applicable to Coors or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require any consent or other action by any Person under, constitute a default (or which an event that, with or without notice or lapse of time or both, would result in constitute a default) under, or cause or permit the termination, amendment, acceleration, triggering or cancellation or other change of any provision of: right or obligation or the loss of any benefit to which Coors or any of its Subsidiaries is entitled under (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling provision of any Governmental Authority applicable to Buyer Contract or Buyer Sub other instrument binding upon Coors or any of its Subsidiaries or their properties; (B) any Permit held by, or affecting, or relating in any way to, the certificates assets or business of, Coors or any of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreementits Subsidiaries, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iiiv) result in the creation or acceleration imposition of any security interest, mortgage, option, claim, lien, charge Lien on any asset of Coors or encumbrance upon or interest in any property of Buyer or Buyer its Subsidiaries, other than such security interestsexceptions in the case of clause (ii), mortgages, options, claims, liens, charges (iii) or encumbrances that(iv) as have been disclosed to Molson on or before the date of this Amendment or as would not, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on BuyerCoors.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by Parent or the Required Seller Vote and required filings under Federal and state securities lawsMerger Sub, the executionconsummation by Parent or the Merger Sub of the Merger or any other transaction contemplated by this Agreement or by any other agreement or instrument contemplated by this Agreement to which Parent or the Merger Sub, delivery and performance as applicable, is a party, or compliance by Parent or the Merger Sub with any of the provisions of this Agreement, and the consummation or of the transactions any other agreement or instrument contemplated by this Agreement by Buyer and Buyer Sub do not and to which Parent or the Merger Sub, as applicable, is a party, will not (iwhether upon lapse of time, or the occurrence of any act or event, or otherwise): (a) conflict with or violate any provision of the certificate of incorporation or by-laws of Parent or the Merger Sub, each as in effect; (b) assuming that all consents, approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made, conflict with or violate any Law applicable to Parent or the Merger Sub or any of their respective properties or assets or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in a violation termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the breach creation of a Lien upon any of the respective properties or a default (or which with notice or lapse assets of time would result in a default) underParent, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer the Merger Sub or any of its Parent Subsidiary pursuant to, any Contract or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument permit to which Buyer Parent, the Merger Sub or Buyer Sub any Parent Subsidiary is a party or by which it they or any of their respective properties or assets may be bound; bound or affected, except, with respect to clauses (Db) and (c), for any ordersuch conflicts, judgmentviolations, writconsents, injunction or decree of any courtbreaches, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interestlosses, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiariesdefaults, other than such security interests, mortgages, options, claims, liens, charges occurrences or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatLiens which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 2 contracts
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental AuthoritiesThis Agreement, the expiration of applicable regulatory waiting periodsTransaction Documents to which P66 Company is or will be a party, the approval of execution and delivery hereof and thereof by P66 Company and the issuance of Prior Conveyances do not, and the Buyer Shares under this Agreement in connection fulfillment and compliance with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote terms and required filings under Federal conditions hereof and state securities laws, the execution, delivery and performance of this Agreement, thereof and the consummation of the transactions contemplated by this Agreement by Buyer hereby and Buyer Sub do not and thereby will not not:
(ia) conflict with, or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates provisions of the certificate of incorporation or bylaws of Buyer P66 Company or Buyer Sub; with any of the provisions of the organizational documents of the Contributed Entities;
(Cb) conflict with any material agreementprovision of any law or administrative regulation or any judicial, indenture administrative or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any arbitration order, award, judgment, writ, injunction or decree of any court, arbitration panel applicable to P66 Company or any Governmental Authority applicable Contributed Entity;
(c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any material indenture, mortgage, lien or material agreement, contract, commitment or instrument to Buyer which P66 Company or Buyer Sub; any of the Contributed Entities is a party or by which any of them is bound or to which any of the Contributed Interests or any of the Assets are subject;
(iid) result in the creation of, or acceleration afford any person the right to obtain, any material Lien on the capital stock or other equity interests, property or assets of P66 Company or any security interestof the Contributed Entities under any such material indenture, mortgage, option, claim, lien, charge agreement, contract, commitment or encumbrance upon instrument; or
(e) result in the revocation, cancellation, suspension or interest material modification, singly or in the aggregate, of any property Governmental Approval (as defined below) possessed by P66 Company or any of Buyer the Contributed Entities that is necessary or Buyer Subsidiariesdesirable for the ownership, lease or operation of its properties and other than such security interestsassets in the conduct of its business as now conducted, mortgagesincluding any Governmental Approvals under any applicable Environmental Law; except, optionsin the case of clauses (b), claims(c), liens(d) and (e), charges or encumbrances thatas would not have, individually or in the aggregate, would not a Material Adverse Effect and except for such as will have a material adverse effect on Buyer; been cured at or (iii) violate prior to the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerClosing.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)
No Conflict. Except as disclosed Assuming the Company is not required to increase the amount of Common Stock it is authorized to issue under its Restated Certificate of Incorporation in Section 4.01(e) of order to sell, issue and deliver the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with (the Merger by the Required Buyer Vote“Capitalization Exception”), the adoption sale, issuance, and delivery of this Agreement by the Required Seller Vote Shares on the terms and required filings under Federal and state securities laws, the execution, delivery and performance of conditions set forth in this Agreement, and the performance of and compliance with all of the provisions herein by the Company and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not herein, (i) will not conflict with, or result in a breach or violation of, any of the terms or result in the breach of provisions of, or constitute a default under (with or which with without notice or lapse of time would result time, or both), or result, in a default) the acceleration of, or the creation of any lien under, any provision of: (A) any Federalindenture, state mortgage, deed of trust, loan agreement, or local law, regulation, ordinance, order, rule other agreement or administrative ruling of any Governmental Authority applicable instrument to Buyer or Buyer Sub which the Company or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub subsidiaries is a party or by which it the Company or their properties any of its subsidiaries is bound or to which any of the property or assets may be bound; of the Company or any of its subsidiaries is subject, (Dii) will not result in any orderviolation of the provisions of the Company’s Restated Certificate of Incorporation, as amended, or Amended and Restated Bylaws or any of the organizational or governance documents of the Company’s subsidiaries, and (iii) will not result in any violation of, or any termination or impairment of any rights under, any law, statute, rule or regulation or any license, authorization, injunction, judgment, writorder, injunction decree, rule, or decree regulation of any court, arbitration panel court or governmental agency or body having jurisdiction over the Company or any Governmental Authority applicable to Buyer of its subsidiaries or Buyer Sub; any of their properties, except in any such case described in subclauses (iii) result in the creation or acceleration of and (iii) for any security interestconflict, mortgagebreach, optionviolation, claimdefault, acceleration, lien, charge termination, or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatimpairment which would not, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyerthe Company and its subsidiaries, taken as a whole, or impair or materially delay the ability of the Company to perform its obligations hereunder.
Appears in 2 contracts
Samples: Fee and Interest Equitization Agreement (B. Riley Financial, Inc.), Fee and Interest Equitization Agreement (Babcock & Wilcox Enterprises, Inc.)
No Conflict. Except as disclosed in Section 4.01(e) Neither the execution and delivery by Lyondell of this Agreement nor the consummation by Lyondell of the Buyer Disclosure Schedule and Merger will:
(a) (i) subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesreferred to in Section 6.20, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection conflict with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, or result in a breach or violation of, or default under any provisions of its certificate of incorporation or bylaws, (ii) conflict or result in a breach or violation of, or a default under, the certificate of incorporation or bylaws or comparable governing instruments of any of its Subsidiaries, (iii) violate, or conflict with or result in a breach of any provision of, or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Lyondell or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to Buyer or Buyer Sub which Lyondell or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Subsidiaries is a party party, or by which it Lyondell or any of its Subsidiaries or any of their properties is bound or assets may be bound; affected or (Div) any ordersubject to the filings and other matters referred to in Section 6.7(c), judgment, writ, injunction contravene or decree conflict with or constitute a violation of any court, arbitration panel provision of any Applicable Law binding upon or applicable to Lyondell or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except for such matters described in clause (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that(iii) as do not and are not reasonably likely to have, individually or in the aggregate, would a Lyondell Material Adverse Effect;
(b) result in any “change of control” or similar event or circumstance under (i) the terms of any Lyondell Material Contract or (ii) any contract or plan under which any employees, officers or directors of Lyondell or any of its Subsidiaries are entitled to payments or benefits, which, in the case of either clause (i) or (ii), gives rise to rights or benefits not have otherwise available absent such change of control or similar event and requires either a material adverse effect on Buyer; cash payment or an accounting charge in accordance with U.S. generally accepted accounting principles, or (iii) violate the terms any Lyondell Permit; or
(c) require any consent, approval or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer SubsidiariesGovernmental Entity, other than such violationsthe filings or notices (i) specifically referenced in Section 1.1, cancellations(ii) under the HSR Act, modificationsthe Exchange Act, revocations the Securities Act, or suspensions that(iii) under applicable state securities and “Blue Sky” laws or applicable non-U.S. competition, individually antitrust or in premerger notification laws ((i), (ii) and (iii) collectively, the aggregate“Lyondell Regulatory Filings”), would except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make does not and is not reasonably be expected likely to have a material adverse effect on BuyerLyondell Material Adverse Effect or substantially impair or delay the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Millennium Chemicals Inc), Agreement and Plan of Merger (Lyondell Chemical Co)
No Conflict. Except as disclosed in Section 4.01(e3.01(q) of the Buyer Seller Disclosure Schedule and subject to the receipt required approval of the required approvals of Regulatory Authorities Merger by the Required Seller Vote and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of this Agreement and the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption receipt of this Agreement by the Required Seller Vote required approvals, waivers, or consents of Regulatory Authorities and Governmental Authorities or any third parties, or the provision of any required notice thereto, the expiration of applicable regulatory waiting periods and the required filings under Federal federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, and compliance with any of the terms or provisions hereof by this Agreement by Buyer Seller and Buyer Seller Sub do not and will not (i) conflict with, or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, or require any consent, waiver, approval, or similar action pursuant to, any provision of: (A) any Federalfederal, state or local law, regulation, ordinance, order, rule or administrative ruling of any administrative agency or commission or other federal, state or local governmental authority or instrumentality (each, a “Governmental Authority Authority”) applicable to Buyer Seller or Buyer Seller Sub or any of its or their respective properties; (B) the certificates articles of incorporation or bylaws of Buyer Seller or Buyer Seller Sub; (C) any material agreement, indenture or instrument to which Buyer Seller or Buyer Seller Sub is a party or by which it or their its properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer Seller or Buyer Seller Sub, other than, in the case of clauses (A), (C) and (D), any such conflicts, violations, breaches or defaults that, individually or in the aggregate, would not have a material adverse effect on Seller; (ii) result in the creation termination of, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer Seller or Buyer any of the Seller Subsidiaries, other than except where such security intereststermination, mortgagesacceleration, options, claims, liens, charges or encumbrances thatcreation, individually or in the aggregate, would not have a material adverse effect on BuyerSeller; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer Seller or any of the Buyer Seller Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerSeller.
Appears in 2 contracts
Samples: Merger Agreement (Wesbanco Inc), Merger Agreement (Old Line Bancshares Inc)
No Conflict. Except as disclosed in Section 4.01(e(a) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance by Schlumberger US and Merger Sub of this AgreementAgreement does not, and the consummation by Schlumberger US and Merger Sub of the Merger and the other transactions contemplated by this Agreement by Buyer and Buyer Sub do not and in accordance with the terms hereof will not not, (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Schlumberger US or the certificate of formation or limited liability company agreement of Merger Sub, (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the suspension, termination or cancellation, or in a right of suspension, termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase or a right of additional payment under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable to Buyer Lien upon any of the properties or Buyer Sub assets of Schlumberger US or any of its Subsidiaries under, or their properties; (B) result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Schlumberger US or any of its Subsidiaries under, any of the certificates of incorporation terms, conditions or bylaws of Buyer provisions of, any loan or Buyer Sub; (C) any material credit agreement, indenture note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Buyer Schlumberger US or Buyer Sub any of its Subsidiaries is a party party, or by which it Schlumberger US or any of its Subsidiaries or any of their properties or assets may be bound; is bound or affected, or (Diii) any ordersubject to the filings and other matters referred to in Section 6.5(b), judgment, writ, injunction contravene or decree conflict with or constitute a violation of any courtprovision of any Applicable Law, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas have not had and would not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on Buyer; Schlumberger Material Adverse Effect.
(b) Other than those required under or in relation to (i) the DGCL and the Delaware LLC Act with respect to the filing of the Certificate of Merger, (ii) rules and regulations of the NYSE, (iii) violate the HSR Act, the EC Merger Regulation and such applicable competition, antitrust or premerger notification laws of the other jurisdictions set forth in Section 6.5 of the Schlumberger US Disclosure Letter, (iv) the Securities Act, (v) the Exchange Act, (vi) state securities or “Blue Sky” laws and (vii) other Governmental Entities having jurisdiction over the Merger set forth in Section 6.5 of the Schlumberger US Disclosure Letter, neither the execution, delivery or performance by Schlumberger US and Merger Sub of this Agreement, nor the consummation by Schlumberger US and Merger Sub of the other transactions contemplated by this Agreement in accordance with the terms hereof, will require any consent, approval, qualification or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material licenseGovernmental Entity, except for any consent, approval, certificate, permit qualification or authorization held by Buyer the failure of which to obtain and for any filing or any registration the failure of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, which to make has not had and would not reasonably be expected to have a material adverse effect on BuyerSchlumberger Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Cameron International Corp), Merger Agreement (Schlumberger LTD /Nv/)
No Conflict. Except as disclosed in Section 4.01(e(a) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, Neither the execution, delivery and performance by the Company of this Agreement, and Agreement nor the consummation by the Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and hereby in accordance with the terms hereof will not (i) subject to the approval referred to in Section 3.20, conflict with or result in a breach of any provisions of the Certificate of Incorporation or Bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Significant Subsidiaries, (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub the Company or any of its Subsidiaries under any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer the Company or Buyer Sub any of its Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be bound; affected or (Diii) subject to the filings and other matters referred to in Section 3.6(b), contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, for such matters described in clause (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that(iii) as do not and are not reasonably likely to have, individually or in the aggregate, would not have a material adverse effect on Buyer; or Company Material Adverse Effect.
(iiib) violate Neither the execution, delivery and performance by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material licensefederal, approvalstate, certificatelocal or foreign government, permit court, or authorization held by Buyer arbitral, legislative, executive or any of the Buyer Subsidiariesregulatory authority or agency (a “Governmental Entity”), other than such violations(i) filings required under the U.S. Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, cancellationsas amended (the “HSR Act”), modificationsthe Exchange Act, revocations the Securities Act of 1933, as amended (the “Securities Act”), or suspensions thatapplicable non-U.S. or state securities and “Blue Sky” laws and (ii) filings and notifications required under applicable Non-U.S. Antitrust Laws ((i) and (ii) collectively, the “Regulatory Filings”), except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make, individually or in the aggregate, would does not and is not reasonably be expected likely to have a material adverse effect on BuyerCompany Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Ensco PLC), Merger Agreement (Pride International Inc)
No Conflict. Except as disclosed in Section 4.01(e) set forth on Schedule A3.2, none of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and or performance of this AgreementAgreement and Ancillary Agreements, and nor the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and hereby or thereby will not (ia) conflict with or result in a violation of any provision of the charter documents or by-laws of any Dagger Company or (b) with or without the giving of notice or the lapse of time, or both, conflict with, or result in any violation or breach of, or constitute a violation ofdefault under, or result in the breach of any right to accelerate or a default (or which with notice or lapse of time would result in a default) the creation of any Security Interest pursuant to, or right of termination under, any provision of: of any Dagger Material Contract or any contract listed on Schedule A16.1 (A) or to the Knowledge of Arrow, any Federalother contract, state note, mortgage, indenture, lease, instrument or local lawother agreement), regulationPermit, concession, grant, judgment, order, decree, statute, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument regulation to which Buyer or Buyer Sub any Dagger Company is a party (and in each case which creates or gives rise to a Dagger Obligation) or by which it any of the Dagger Assets or their the assets or properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any courtDagger Subsidiary are bound, arbitration panel or any Governmental Authority which is applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension ofDagger Company, any material license, approval, certificate, permit or authorization held by Buyer Dagger Assets or any of the Buyer Subsidiariesassets or properties of any Dagger Subsidiary. Except to the extent that novation is required as further described in Section 6.6.2 above, other than except for filings that may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Exon-Xxxxxx Amendment to Section 721 of the Defense Production Act of 1950 or the competition laws of Germany, except as set forth on Schedule A3.2 and except for such violationsconsents, cancellationsauthorizations, modificationsfilings, revocations approvals and registrations which if not obtained or suspensions thatmade would be immaterial, individually no authorization, consent or in approval of, or filing with or notice to, any United States or foreign governmental or public body or authority (each a “Governmental Entity”) is necessary for the aggregate, would not reasonably be expected to have a material adverse effect on Buyerexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Caci International Inc /De/), Asset Purchase Agreement (Caci International Inc /De/)
No Conflict. Except as disclosed in Section 4.01(e3.01(q) of the Buyer Seller Disclosure Schedule and subject to the required adoption of this Agreement by the Required Seller Vote and approval of the issuance of the Buyer shares under this Agreement by the Required Buyer Vote, the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, periods and the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by this Agreement by Buyer Seller and Buyer Seller Sub do not and will not (i) conflict with, or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any administrative agency or commission or other Federal, state or local governmental authority or instrumentality (each, a “Governmental Authority Authority”) applicable to Buyer Seller or Buyer Seller Sub or any of its or their respective properties; (B) the certificates Articles of incorporation Incorporation or bylaws Bylaws of Buyer Seller, or Buyer the governing instruments of Seller Sub; (C) any material agreement, indenture or instrument to which Buyer Seller or Buyer Seller Sub is a party or by which it or their its properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer Seller or Buyer Seller Sub, other than, in the case of clauses (A), (C) and (D), any such conflicts, violations, breaches or defaults that, individually or in the aggregate, would not have a material adverse effect on Seller; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer Seller or Buyer any of the Seller Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on BuyerSeller; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer Seller or any of the Buyer Seller Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerSeller.
Appears in 2 contracts
Samples: Merger Agreement (Esb Financial Corp), Merger Agreement (Wesbanco Inc)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the required adoption of this Agreement by the Required Seller Buyer Vote and required filings under Federal federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer WB Sub do not and will not (i) conflict with, or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federalfederal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer WB Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer WB Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer WB Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer WB Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, that individually or in the aggregate, aggregate would not reasonably be expected to have a material adverse effect on Buyer.
Appears in 2 contracts
Samples: Merger Agreement (Oak Hill Financial Inc), Merger Agreement (Wesbanco Inc)
No Conflict. Except as disclosed in Section 4.01(e) Subject to the entry of the Buyer Disclosure Schedule Confirmation Order and subject the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, the distribution of the Rights, the sale, issuance and delivery of the Shares upon exercise of the Rights, the consummation of the Rights Offering by the Company and the execution and delivery (or, with respect to the receipt Plan, the filing) by the Company of the required approvals of Regulatory Authorities Transaction Agreements and Governmental Authorities, the expiration of applicable regulatory waiting periods, Plan and compliance by the approval Company with all of the issuance of provisions hereof and thereof and the Buyer Shares under this Agreement in connection with Preferred Term Sheet and the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, Plan Terms and the consummation of the transactions contemplated herein and therein (including compliance by this Agreement by Buyer each Investor with its obligations hereunder and Buyer Sub do not and will not thereunder) (i) will not conflict with, or result in a breach or violation of, any of the terms or result in the breach of provisions of, or constitute a default under (with or which with without notice or lapse of time would result time, or both), or result, except to the extent to be specified in a default) the Plan, in the acceleration of, or the creation of any lien under, any provision of: (A) any Federalindenture, state mortgage, deed of trust, loan agreement or local law, regulation, ordinance, order, rule other agreement or administrative ruling of any Governmental Authority applicable instrument to Buyer or Buyer Sub which the Company or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Subsidiaries is a party or by which it the Company or their properties any of its Subsidiaries is bound or to which any of the property or assets may be bound; of the Company or any of its Subsidiaries is subject, (Dii) will not result in any orderviolation of the provisions of the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries, (iii) will not result in any material violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, writorder, injunction decree, rule or decree regulation of any court, arbitration panel court or governmental agency or body having jurisdiction over the Company or any Governmental Authority applicable to Buyer of its Subsidiaries or Buyer Sub; any of their properties, and (iiiv) will not trigger the distribution under the Existing Shareholders Rights Plan of Rights Certificates (as defined therein) or otherwise result in the creation any Investor being or acceleration of any security interestbecoming an Acquiring Person, mortgage, option, claim, lien, charge or encumbrance upon or interest except in any property of Buyer such case described in subclause (i) for any conflict, breach, violation, default, acceleration or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatlien which has not had and would not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Equity Purchase and Commitment Agreement (Delphi Corp), Equity Purchase and Commitment Agreement (Appaloosa Management Lp)
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by Parent and the Required Seller Vote and required filings under Federal and state securities lawsPurchaser, the executionacceptance for payment or acquisition of Shares pursuant to the Offer, delivery the consummation by Parent and performance the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent and the consummation Purchaser with any of the transactions contemplated by provisions of this Agreement by Buyer and Buyer Sub do not and will not (iwith or without notice or lapse of time, or both): (a) conflict withwith or violate any provision of the certificate of incorporation or bylaws of Parent and the Purchaser; (b) assuming that all consents, approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder have terminated or expired, violate any Law applicable to Parent and the Purchaser or any other Person that is, as of the date hereof, a Subsidiary of Parent (each a “Parent Subsidiary”) or any of their respective properties or assets or (c) require any consent or approval under, violate, result in any breach of or any loss of any benefit under, or constitute a default under, or result in a violation termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the breach creation of a Lien upon any of the respective properties or a default (assets of Parent or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub the Purchaser or any of its Parent Subsidiary pursuant to any Contract or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument permit to which Buyer Parent or Buyer Sub the Purchaser or any Parent Subsidiary is a party or by which it they or any of their respective properties or assets may be bound; bound or affected, except, with respect to clauses (Db) and (c), for any ordersuch conflicts, judgmentviolations, writconsents, injunction or decree of any courtbreaches, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interestlosses, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiariesdefaults, other than such security interests, mortgages, options, claims, liens, charges occurrences or encumbrances thatLiens which, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate materially impair the terms or conditions ofability of Parent and the Purchaser to consummate, or result in prevent or materially delay, the cancellationOffer, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer the Merger or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyertransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Corning Inc /Ny), Merger Agreement (Alliance Fiber Optic Products Inc)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject Subject to the Acquiror Shareholder Approval and receipt of the required approvals of Regulatory Authorities and Governmental AuthoritiesApprovals set forth in Section 5.7, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption execution and delivery of this Agreement by Acquiror, First Merger Sub and Second Merger Sub and the Required Seller Vote other documents contemplated hereby by Acquiror, First Merger Sub and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, Second Merger Sub and the consummation of the transactions contemplated by this Agreement by Buyer hereby and Buyer Sub thereby do not and will not (ia) violate or conflict with, or result in a violation with any provision of, or result in the breach of or a default under the Governing Documents of Acquiror, First Merger Sub or Second Merger Sub, (b) violate or which conflict with any provision of, or result in the breach of, or default under any applicable Law or Governmental Order applicable to Acquiror, First Merger Sub or Second Merger Sub, (c) violate or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time would result in or both) a defaultdefault (or give rise to any right of termination, cancellation or acceleration) underunder any Contract to which Acquiror, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer First Merger Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Second Merger Sub is a party or by which it Acquiror, First Merger Sub or their properties or assets Second Merger Sub may be bound; , or terminate or result in the termination of any such Contract or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the creation or acceleration of any security interestLien upon any of the properties or assets of Acquiror, mortgageFirst Merger Sub or Second Merger Sub, optionexcept, claimin the case of clauses (b) through (d), liento the extent that the occurrence of the foregoing would not have, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatwould not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on Buyer; the ability of Acquiror, First Merger Sub or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected Second Merger Sub to have a material adverse effect on Buyerenter into and perform their obligations under this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (Freedom Acquisition I Corp.), Business Combination Agreement (Freedom Acquisition I Corp.)
No Conflict. Except as disclosed in Section 4.01(e) The consummation of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares transactions under this Agreement and the Escrow Agreement will not require the consent, waiver or approval of any party to any material contract to which Parent, Merger Sub or any of their Affiliates is a party or by which any of them is bound, or the consent, approval, order or authorization of, or the registration, declaration or filing with, any Governmental Authority, except for (i) any approvals or filings of notice under, or in connection with with, the Gaming Laws and the HSR Act, (ii) the filing and recordation of the Articles of Merger as required by the Required Buyer VoteNRS, and (iii) those consents, waivers and approvals that relate to or are applicable to the adoption Company or any of this Agreement by its Affiliates but not to Parent, Merger Sub or any of their Affiliates. Assuming the Required Seller Vote consents, waivers and required filings under Federal approvals set forth in the immediately preceding clauses (i) and state securities laws(ii) are obtained or made, as applicable, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the consummation execution, delivery and performance by Parent of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and Escrow Agreement, will not (ix) conflict with, or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, violate any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority law applicable to Buyer or Buyer Parent, Merger Sub or any of its their Affiliates, (y) result in a breach or their properties; (B) the certificates violation of incorporation any provision of, or bylaws of Buyer or Buyer Sub; (C) constitute a default under, any material agreement, indenture or instrument contract to which Buyer Parent, Merger Sub or Buyer Sub any of their Affiliates is a party or by which it or their properties or assets may be any of them is bound; , or (Dz) conflict with any orderprovision of the charter, judgmentbylaws or other organizational documents of Parent or Merger Sub, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result except in the creation case of clauses (x) and (y) above, for any such breach, violation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, default which would not reasonably be expected to have a material adverse effect on Buyerdelay or prevent consummation of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Hard Rock Hotel Inc), Merger Agreement (Morgans Hotel Group Co.)
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by the Required Seller Vote and required filings under Federal and state securities lawsParent or Merger Sub, the execution, delivery and performance of this Agreement, and or the consummation by Parent or Merger Sub of the transactions Merger or any other transaction contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, with or result in a violation of, or result in the breach of or a default (or which with without notice or lapse of time would result in a default) undertime, or both), directly or indirectly, conflict with or violate any provision of: (A) any Federalof the Parent Charter, state the Parent Bylaws or local law, regulation, ordinance, order, rule the organizational or administrative ruling governing documents of any Governmental Authority applicable to Buyer or Buyer Merger Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument Parent Subsidiary. Except as would not reasonably be expected to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thathave, individually or in the aggregate, would not a Parent Material Adverse Effect, none of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Merger or any other transaction contemplated by this Agreement will (with or without notice or lapse of time, or both), directly or indirectly (a) assuming that all consents, approvals, authorizations and permits described in Section 4.5 have been obtained and all filings and notifications described in Section 4.5 have been made and any waiting periods thereunder have terminated or expired, and any other condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable to Parent or Merger Sub or any other Subsidiary of Parent (each, a material adverse effect on Buyer; “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or any of their respective properties or assets or (iiib) violate the terms require any consent or conditions approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the cancellationcreation of a Lien (other than Permitted Liens) upon any of the respective properties or assets of Parent, modification, revocation Merger Sub or suspension of, any material license, approval, certificateParent Subsidiary pursuant to any Contract, permit or authorization held other instrument or obligation to which Parent, Merger Sub or any Parent Subsidiary is a party or by Buyer which they or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations their respective properties or suspensions that, individually assets may be bound or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyeraffected.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp), Merger Agreement (AV Homes, Inc.)
No Conflict. Except as disclosed in Section 4.01(e(a) of the Buyer Disclosure Schedule The execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement by Parent do not, and the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and Parent will not not, (i) conflict withwith or violate the Certificate of Incorporation, Bylaws or equivalent organizational documents of Parent or any of its subsidiaries, (ii) subject to obtaining the approval of Parent's stockholders of the Share Issuance and compliance with the requirements set forth in Section 3.5(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) result in any breach of or constitute a violation default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent's or any such subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the breach creation of a lien or a default (encumbrance on any of the properties or which with notice or lapse assets of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub Parent or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, indenture lease, license, permit, franchise or other instrument or obligation to which Buyer Parent or Buyer Sub any of its subsidiaries is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel Parent or any of its subsidiaries or its or any of their respective properties are bound or affected.
(b) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (A) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of the HSR Act and of foreign Governmental Entities and the rules and regulations thereunder, the rules and regulations of NASDAQ, and the filing and recordation of the Articles of Merger as required by Florida Law and (B) where the failure to Buyer obtain such consents, approvals, authorizations or Buyer Sub; (ii) result in the creation permits, or acceleration of any security interest, mortgage, option, claim, lien, charge to make such filings or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregatenotifications, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any prevent consummation of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations Merger or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyerotherwise prevent Parent from performing its obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Merger Agreement (Triquint Semiconductor Inc)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federalfederal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates articles of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer.
Appears in 2 contracts
Samples: Merger Agreement (Farmers Capital Bank Corp), Merger Agreement (Wesbanco Inc)
No Conflict. Except as disclosed in Section 4.01(e) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement by Parent or Sub, nor the Required Seller Vote and required filings under Federal and state securities lawsconsummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the execution, delivery and performance provisions of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (ia) conflict withwith or violate the charter or by-laws of Parent or Sub, (b) assuming that the consents, approvals and filings referred to in Section 4.3 are obtained and made, any applicable waiting periods referred to therein have expired and any condition precedent to such consent has been satisfied, violate any Restraint or Law applicable to Parent or any of its subsidiaries (including Sub) or any of their respective properties or assets, or (c) result in a breach or violation of, result in the loss of any benefit to which Parent or any of its subsidiaries (including Sub) is entitled under, conflict with any provision of, or constitute a default (or an event which, with the notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination or cancellation under, cause any payment or accelerate the performance required by, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling creation of any Governmental Authority applicable to Buyer Lien upon the respective properties or Buyer Sub assets of, Parent or any of its subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument Contract to which Buyer Parent or Buyer Sub any of its subsidiaries is a party party, or by which it or they and any of their respective properties or assets may be bound; bound or (D) any orderaffected, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result except in the creation case of clauses (b) and (c) for such violations, breaches, losses, conflicts, defaults, terminations, accelerations or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatLiens as would not, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc)
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions Merger or any other transaction contemplated by this Agreement by Buyer and Buyer Sub do not and will not (iwith or without notice or lapse of time, or both): (a) conflict with or violate any provision of the articles of incorporation or bylaws, or any equivalent organizational or governing documents, of Parent or Merger Sub; (b) assuming that all consents, approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or any of their respective properties or assets; or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in a violation termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the breach creation of a Lien upon any of the respective properties or a default (or which with notice or lapse assets of time would result in a default) underParent, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Merger Sub or any of its other Parent Subsidiary pursuant to, any Contract or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument permit to which Buyer Parent, Merger Sub or Buyer Sub any other Parent Subsidiary is a party or by which it they or any of their respective properties or assets may be are bound; or , except, with respect to clauses (Db) and (c), for any ordersuch conflicts, judgmentviolations, writconsents, injunction or decree of any courtbreaches, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interestlosses, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiariesdefaults, other than such security interests, mortgages, options, claims, liens, charges occurrences or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatLiens which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyerprevent or materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Central Vermont Public Service Corp), Merger Agreement (Central Vermont Public Service Corp)
No Conflict. Except as disclosed in Section 4.01(e) set forth on Schedule A3.2, none of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and or performance of this AgreementAgreement and Ancillary Agreements, and nor the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and hereby or thereby will not (ia) conflict with or result in a violation of any provision of the charter documents or by-laws of any Dagger Company or (b) with or without the giving of notice or the lapse of time, or both, conflict with, or result in any violation or breach of, or constitute a violation ofdefault under, or result in the breach of any right to accelerate or a default (or which with notice or lapse of time would result in a default) the creation of any Security Interest pursuant to, or right of termination under, any provision of: of any Dagger Material Contract or any contract listed on Schedule A16.1 (A) or to the Knowledge of Arrow, any Federalother contract, state note, mortgage, indenture, lease, instrument or local lawother agreement), regulationPermit, concession, grant, judgment, order, decree, statute, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument regulation to which Buyer or Buyer Sub any Dagger Company is a party (and in each case which creates or gives rise to a Dagger Obligation) or by which it any of the Dagger Assets or their the assets or properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any courtDagger Subsidiary are bound, arbitration panel or any Governmental Authority which is applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension ofDagger Company, any material license, approval, certificate, permit or authorization held by Buyer Dagger Assets or any of the Buyer Subsidiariesassets or properties of any Dagger Subsidiary. Except to the extent that novation is required as further described in Section 6.6.2 above, other than except for filings that may be required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Exon-Fxxxxx Amendment to Section 721 of the Defense Production Act of 1950 or the competition laws of Germany, except as set forth on Schedule A3.2 and except for such violationsconsents, cancellationsauthorizations, modificationsfilings, revocations approvals and registrations which if not obtained or suspensions thatmade would be immaterial, individually no authorization, consent or in approval of, or filing with or notice to, any United States or foreign governmental or public body or authority (each a “Governmental Entity”) is necessary for the aggregate, would not reasonably be expected to have a material adverse effect on Buyerexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cgi Group Inc), Asset Purchase Agreement (American Management Systems Inc)
No Conflict. Except as disclosed in Section 4.01(e(a) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, Neither the execution, delivery and performance by Transocean and Merger Sub of this Agreement, and Agreement nor the consummation by either of them of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and hereby in accordance with the terms hereof will not (i) subject to the approvals referred to in Section 6.20, conflict with or result in a breach of any provisions of the memorandum of association or articles of association of Transocean or Merger Sub or the certificate of incorporation, bylaws or similar governing documents of any of Transocean’s Significant Subsidiaries, (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Transocean or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Transocean or any of its Subsidiaries under any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Transocean or Buyer Sub any of its Subsidiaries is a party party, or by which it Transocean or any of its Subsidiaries or any of their properties is bound or assets may be bound; affected, or (Diii) subject to the filings and other matters referred to in Section 6.6(b), contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Transocean or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except for such matters described in clause (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that(iii) as do not and are not reasonably likely to have, individually or in the aggregate, would not have a material adverse effect on Buyer; Transocean Material Adverse Effect.
(b) Neither the execution, delivery and performance by Transocean or (iii) violate Merger Sub of this Agreement nor the consummation by either of them of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer SubsidiariesGovernmental Entity, other than such violationsthe Regulatory Filings, cancellationsthe filing of a listing application with the NYSE pursuant to Section 7.9 and the filing of the Transocean Court Order with the Registrar of Companies of the Cayman Islands, modificationsexcept for any consent, revocations approval or suspensions thatauthorization the failure of which to obtain and for any filing or registration the failure of which to make, individually or in the aggregate, would does not and is not reasonably be expected likely to have a material adverse effect on BuyerTransocean Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Globalsantafe Corp), Merger Agreement (Transocean Inc)
No Conflict. Except as disclosed Subject to compliance with any Governmental Licenses described in Section 4.01(e) 3.6 of the Buyer Parent Disclosure Schedule and subject to obtaining the receipt consents and waivers that are set forth and described in Section 3.7 of the required approvals of Regulatory Authorities and Governmental AuthoritiesParent Disclosure Schedule (the "Private Consents"), the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, neither the execution, delivery and performance of this AgreementAgreement by Parent or Merger Sub, and nor the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and hereby, will not (i) conflict with, or result in a breach or violation of, any provision of the certificate of incorporation (or similar organizational document) or by-laws of Parent or any of its Subsidiaries; (ii) conflict with, result in a breach or violation of, give rise to a default, or result in the breach acceleration of performance, or a default permit the acceleration or performance, under (whether or which with not after the giving of notice or lapse of time would result in a default) under, any provision of: (Aor both) any FederalEncumbrance, state note, bond, indenture, guaranty, lease, license, agreement or local lawother instrument, regulationwrit, ordinanceinjunction, order, rule judgment or administrative ruling of any Governmental Authority applicable decree to Buyer or Buyer Sub which Parent or any of its Subsidiaries or any of their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their respective properties or assets may be boundis subject; (iii) give rise to a declaration or imposition of any Encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries; or (Div) any order, judgment, writ, injunction impair Parent's business or decree of any court, arbitration panel or adversely affect any Governmental Authority applicable License necessary to Buyer or Buyer Sub; enable Parent and its Subsidiaries to carry on their business as presently conducted, except, in the cases of clauses (ii) result in the creation or acceleration of any security interest), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of(iv), for any conflict, breach, violation, default, acceleration, declaration, imposition or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, impairment that would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (U S Long Distance Corp), Merger Agreement (Lci International Inc /Va/)
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption any Solstice Party of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by such Solstice Party of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not Transactions in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of or create any rights in favor of any other party under the certificate of incorporation or by-laws of Solstice; (ii) conflict with or result in a breach of any provisions of or create any rights in favor of any other party under the certificate of incorporation, by-laws or similar governing documents of any Subsidiary of Solstice; (iii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Solstice or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Solstice or any of its Subsidiaries under any of the terms, conditions or their properties; (B) the certificates of incorporation provisions of, any loan or bylaws of Buyer or Buyer Sub; (C) any material credit agreement, indenture note, bond, mortgage, indenture, deed of trust, license, franchise, Solstice Permit, lease, Contract, agreement, joint venture or other instrument or obligation to which Buyer Solstice or Buyer Sub any of its Subsidiaries is a party party, or by which it Solstice or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Div) any order, judgment, writ, injunction contravene or decree conflict with or constitute a violation of any courtprovision of any Applicable Laws, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result except, in the creation case of matters described in clauses (iii) or acceleration of any security interest(iv), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer; or Solstice Material Adverse Effect and except in the case of clause (iiiiv) violate for the matters described in clauses (i) and (ii) of Section 4.6(b) below.
(b) Neither the execution and delivery by any Solstice Party of this Agreement nor the consummation by such Solstice Party of the Transactions in accordance with the terms hereof will require any consent, approval or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer SubsidiariesGovernmental Authority, other than such violations(i) the filings provided for in Article 2 and (ii) filings, cancellationsconsents, modificationsapprovals and authorization required under applicable Antitrust Laws, revocations the Exchange Act, the Securities Act or suspensions thatother applicable U.S. state securities and “blue sky” laws or the rules of NASDAQ ((i) and (ii) collectively, the “Solstice Regulatory Filings”), and listing on NASDAQ of the Company Common Stock to be issued pursuant to the Mergers, or pursuant to stock options or convertible or exchangeable securities of Solstice or Glass, except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not prevent or materially delay the consummation of the Mergers or otherwise prevent Solstice from performing its obligations under this Agreement and would not, individually or in the aggregate, would not reasonably be expected to have a material adverse Solstice Material Adverse Effect.
(c) Other than as contemplated by Section 4.6(b) and except for the Required Solstice Stockholder Approval and the Required Solstice Merger Sub Stockholder Approval, no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the Transactions to provide for the continuation in full force and effect on Buyerof all of the Solstice Material Contracts or for any Solstice Party to consummate the Transactions, except where the failure to receive such consents, assignments, waivers, authorizations or other certificates would not, individually or in the aggregate, reasonably be expected to have a Solstice Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation or performance of any of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and (such transactions are collectively referred to hereinafter as the “Contemplated Transactions”) will not directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, with or result in a violation ofof or default under any provision of any corporate Seller’s or Covenantor’s articles or certificate of incorporation or bylaws, or any resolution adopted by the board of directors or shareholders of any corporate Seller or Covenantor; (ii) contravene, conflict with or result in the breach a violation of or a default under, or give any Governmental Body (as defined below) or which with notice other Person (as defined below) the right to challenge any of the Contemplated Transactions or lapse of time would result in a default) exercise any remedy or obtain any relief under, any provision of: (A) any Federalfederal, state or local law, regulation, ordinance, order, rule ordinance or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub order or any of its judgment or their propertiesdecree to which any Seller, Covenantor and/or the Purchased Assets are subject; (Biii) contravene, conflict with or result in a violation or breach of or default under any provision of, or give any Person the certificates of incorporation right to declare a default or bylaws of Buyer exercise any remedy under, or Buyer Sub; (C) to accelerate the maturity or performance of, or to cancel, terminate or modify any material agreement, indenture contract or instrument other arrangement to which Buyer any Seller or Buyer Sub Covenantor is a party or by which it any Seller or their properties or assets may be Covenantor is bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iiiv) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge Lien of any kind or encumbrance nature upon any of the Purchased Assets. No Seller or interest Covenantor is required to give any notice to or obtain any consent from any Person in any property of Buyer or Buyer Subsidiariesorder for Sellers and Covenantors to consummate the Contemplated Transactions, other than such security intereststhe approval of their respective shareholders by special resolution.
(b) For purposes of this Agreement, mortgagesthe definitions set forth below shall apply.
(i) The term “Governmental Body” means any (i) nation, optionssxxxx, claimsxxxx, liensxxxx, charges xxxxxxx, xxxxxxxx or encumbrances thatother jurisdiction of any nature; (ii) federal, individually state, provincial, local, municipal, foreign or in the aggregateother government; (iii) governmental or quasi-governmental agency, would not have a material adverse effect on Buyerbranch, department, official or entity and any court or other tribunal; (iv) multi-national organization or body; or (iiiv) violate the terms any other body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or conditions of, taxing authority or result in the cancellation, modification, revocation or suspension of, power of any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyernature.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance of this AgreementAgreement by each of Parent, First Merger Sub and Second Merger Sub and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub hereby do not and will not not: (ia) conflict with, with or result in a violation violate any provision of, or result in the breach of, the Parent Organizational Documents or any of the organizational documents of First Merger Sub or Second Merger Sub; (b) result in any violation of any provision of any Law or Governmental Order applicable to each of Parent, First Merger Sub or Second Merger Sub or any of their respective properties or assets; (c) violate, result in a default or breach of any provision of or the loss of any benefit under, constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or acceleration of: (A) any Federal, state or local lawa right of termination, regulationcancellation, ordinancemodification, orderacceleration or amendment under, rule accelerate the performance required by, or administrative ruling result in the acceleration or trigger of any Governmental Authority applicable payment, posting of collateral (or right to Buyer require the posting of collateral), time of payment, vesting or Buyer increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which either of Parent, First Merger Sub or Second Merger Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub respective Subsidiaries is a party or by which it any of their respective assets or their properties or assets may be bound; bound or affected or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the creation or acceleration of any security interestLien upon any of the properties or assets of Parent, mortgageFirst Merger Sub or Second Merger Sub, optionexcept (in the case of clauses (b), claim(c) or (d) above) for such violations, lienconflicts, charge breaches or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatdefaults which would not, individually or in the aggregate, would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on Buyer; the ability of Parent, First Merger Sub or (iii) violate Second Merger Sub to enter into, perform its obligations under this Agreement and consummate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerTransactions.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule The execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement by each of Parent and Merger Sub do not, and the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, Agreement by each of Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not not, (i) conflict withwith or violate Parent's or Merger Sub's Articles of Incorporation or Parent's or Merger Sub's Bylaws or equivalent organizational documents of any of Parent's Subsidiaries, (ii) subject to Section 5.5, conflict with or violate any law applicable to each of Parent and Merger Sub or any of Parent's Subsidiaries or by which any property or asset of Parent or its Subsidiaries is bound or affected, or (iii) except as set forth in Section 5.4 of the Parent Disclosure Letter, result in a violation of, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would result in become a default) under, give to others any provision right of termination, amendment, acceleration or cancellation of: (A) , result in triggering any Federalpayment or other obligations, state or local law, regulation, ordinance, order, rule result in the creation of a lien or administrative ruling other encumbrance on any property or asset of any Governmental Authority applicable to Buyer or Buyer Sub Parent or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, indenture lease, license, permit, franchise or other instrument or obligation to which Buyer Parent or Buyer Sub any of its Subsidiaries is a party or by which it Parent or their properties any of its Subsidiaries or assets may be bound; any property or (D) any order, judgment, writ, injunction or decree asset of any courtof them is bound or affected, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; except in the case of clauses (ii) result in the creation and (iii) above for any such conflicts, violations, breaches, defaults or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatoccurrences which could not, individually or in the aggregate, would not have a material Parent Material Adverse Effect. "Parent Material Adverse Effect" shall mean, with respect to Parent, any change, event or effect shall have occurred or, to the Knowledge of Parent, been threatened that, when taken together with all other adverse effect on Buyer; changes, events or effects that have occurred or been threatened (exclusive, however, of (1) any such changes, events, or effects that occur as a result of conditions affecting (A) the information services or public records database businesses as a whole or (iiiB) violate the terms stock markets and capital markets generally or conditions ofthe United States economy as a whole and (2) any such changes, events, or result effects which have occurred prior to the date hereof and have been disclosed to the Company in writing prior to the cancellationdate hereof), modificationis or is reasonably likely to (i) be materially adverse to the business, revocation results of operations, properties, prospects, condition (financial or suspension ofotherwise), any material licenseassets, approvalliabilities (including, certificatewithout limitation, permit contingent liabilities) of Parent and its Subsidiaries taken as a whole or authorization held (ii) prevent or materially delay the performance by Buyer either Parent or Merger Sub of any of its obligations under this Agreement or the Buyer Subsidiaries, consummation of the Merger or the other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyertransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (DBT Online Inc)
No Conflict. Except as disclosed in Section 4.01(e) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement or ----------- any of the Seller Ancillary Agreements by the Required Seller Vote and required filings under Federal and state securities lawsSeller, the execution, delivery and performance of this Agreement, and nor the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) hereby or thereby, shall conflict with, or result in a violation of, (with or result in the breach of or a default (or which with without notice or lapse of time would time, or both) result in a termination, breach, default) under, any provision impairment or violation of: (Aa) any Federalprovision of the Certificate of Incorporation or Bylaws or similar charter documents of Seller or any of its Subsidiaries, each as currently in effect; (b) any foreign, federal, state or local lawjudgment, regulationinjunction, ordinancewrit, decree, determination, award, order, law, statute, rule or administrative ruling of any Governmental Authority regulation applicable to Buyer Seller, any of its Subsidiaries or Buyer Sub any of the Assets; (c) any note, bond, mortgage, indenture, lease, license, permit, franchise, instrument, contract, agreement, arrangement, commitment, undertaking, understanding, letter of intent or memorandum of understanding (whether oral or in writing) to which Seller or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Subsidiaries is a party or by which it Seller, any of its Subsidiaries or their properties or assets may be any of the Assets are bound, including any Assigned Agreement; or (Dd) any order, judgment, writ, injunction or decree privacy policy of any court, arbitration panel Seller or any Governmental Authority applicable to Buyer of its Subsidiaries, except in the cases of clauses (b) and (c) where such conflict, termination, breach, default, impairment or Buyer Sub; (ii) violation would not have a Material Adverse Effect on any of Seller, the Assets or the Business. Neither Seller's entering into this Agreement or any of the Seller Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby, shall result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge Encumbrance on any of the Assets or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions ofgive rise to, or result in trigger the cancellation, modification, revocation or suspension application of, any material license, approval, certificate, permit or authorization held by Buyer or rights of any third party that would come into effect upon the consummation of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations transactions contemplated hereby or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyerthereby.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Company of this Agreement nor the consummation by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of the Company; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub the Company or any of its Subsidiaries under any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, Company Permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer the Company or Buyer Sub any of its Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its A-9 11 Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge as would not have or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or thereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (i) the filings provided for in Article l and (ii) filings required under the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, the Securities Act or applicable state securities and "Blue Sky" laws and applicable foreign competition or antitrust laws ((i) and (ii) collectively, the "Regulatory Filings"), except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not prevent the consummation of the Merger or otherwise prevent the Company from performing its obligations under this Agreement and would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Other than as contemplated by Section 4.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of the Company's material contracts or leases or for the Company to consummate the transactions contemplated hereby, except when the failure to receive such consents or other certificates would not have or reasonably be expected to have have, individually or in the aggregate, a material adverse effect Company Material Adverse Effect.
(d) Except as set forth on BuyerSchedule 4.6(d) to the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in any payment from the Company or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of the Company or any of its Subsidiaries under any Company Plan (as defined in Section 4.11) or otherwise; (ii) increase any benefits otherwise payable under any Company Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance of this AgreementAgreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and compliance by Buyer Parent and Buyer Merger Sub do not and with the provisions of this Agreement will not (i) not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a violation right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the breach creation of any Lien in or a default upon any of the properties or other assets of Parent or Merger Sub under (i) the certificate of incorporation and bylaws of Parent or which with notice or lapse of time would result in a default) underMerger Sub, any provision of: (Aii) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument Contract to which Buyer Parent or Buyer Merger Sub is a party or by which it any of their respective properties or other assets are subject (including any credit facilities or agreements and any other indebtedness arrangements), or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws and Orders applicable to Parent or Merger Sub or their respective properties or assets may be bound; or (D) any orderother assets, judgmentother than, writ, injunction or decree in the case of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; the immediately preceding clauses (ii) result in the creation and (iii), any such conflicts, violations, breaches, defaults, consents, rights of termination, cancellation, modification or acceleration of any security interestacceleration, mortgage, option, claim, lien, charge losses or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, Liens that would not have a material adverse effect on Buyer; Parent Material Adverse Effect. No consent, approval, order or (iii) violate the terms authorization of, action by or conditions in respect of, or result in the cancellationregistration, modificationdeclaration, revocation notice to or suspension offiling with, any material license, approval, certificate, permit Governmental Entity is required by or authorization held with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Buyer Parent or any Merger Sub or the consummation by Parent and Merger Sub of the Buyer Subsidiariestransactions contemplated by this Agreement, except for (x) the filing of (1) an amendment to the Schedule 13D of Parent and (2) the Schedule 13E-3 with the Securities and Exchange Commission (“SEC”), (y) the filing of the Certificate of Merger with the Secretary of State of the State of New York and appropriate documents with the relevant authorities of the other than states in which Parent and Merger Sub are qualified to do business, and (z) such violationsother consents, cancellationsapprovals, modificationsorders, revocations authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or suspensions that, individually or in the aggregate, made would not reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to Assuming the receipt of all Consents, (i) neither the required approvals of Regulatory Authorities execution and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval delivery of the issuance Subsidiary Conveyance by the Subsidiary or Seller, nor the consummation or performance of the Buyer Shares under this Agreement in connection with the Merger Subsidiary Transfer by the Required Buyer VoteSubsidiary or Seller, did or will (with or without notice or lapse of time or both), and (ii) neither the adoption execution and delivery of this Agreement or any of Seller's Closing Documents by Seller, nor the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and consummation or performance of this Agreement, and the consummation any of the transactions contemplated Contemplated Transactions by this Agreement by Buyer and Buyer Sub do not and Xxxxxx, will not (iwith or without notice or lapse of time or both):
(a) contravene, conflict with, or result in a violation ofof (A) any provision of the Organizational Documents of the Subsidiary or Seller, or (B) any resolution adopted by the board of directors, board of managers or members of the Subsidiary or Seller;
(b) materially contravene or conflict with, or result in a material violation of, or give any Governmental Body or other Person the breach right to notification of or a default to challenge the Subsidiary Transfer or any of the Contemplated Transactions, to terminate, accelerate, or modify any terms of, or to exercise any remedy or obtain any relief under, any applicable Legal Requirement or Order;
(c) materially contravene or which with notice conflict with, or lapse of time would result in a default) undermaterial violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any provision of: Governmental Authorization that relates to the Wellbore Interests;
(A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the imposition or creation of any material Encumbrance or give rise to any right of termination, cancellation, or acceleration under any of the terms, conditions, or provisions of any security interestLease, Material Contract, Applicable Easement, note, bond, mortgage, optionindenture, claimlicense, lien, charge or encumbrance upon other material agreement with respect to any of the Wellbore Interests; or
(e) materially contravene or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions ofconflict with, or result in the cancellation, modification, revocation or suspension of, a material violation of any material license, approval, certificate, permit or authorization held by Buyer or any obligation of the Buyer SubsidiariesSubsidiary or Seller which would render Issuer liable for such contravention, other than such violationsconflict or violation, cancellations, modifications, revocations or suspensions that, either individually or in on a joint and several basis with the aggregate, would not reasonably be expected to have a material adverse effect on BuyerSubsidiary or Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alpine Summit Energy Partners, Inc.)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, Neither the execution, delivery and performance by Solect of this AgreementAgreement or of any of the Ancillary Agreements to which it is a party, and nor the consummation by Solect of the transactions contemplated hereby or thereby nor compliance with the provisions hereof or thereof by this Agreement by Buyer and Buyer Sub do not and will not Solect will: (i) conflict with, or result in any violations of, the articles of incorporation or bylaws of Solect or the comparable governing instruments of any of the Solect Subsidiaries, (ii) result in any breach or violation of or cause a violation ofdefault (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or give rise to any claim or the loss of any material benefit under, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling creation of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreementlien, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon any of the material properties or interest in assets of Solect or any property of Buyer the Solect Subsidiaries under, any term, condition or Buyer Subsidiariesprovision of any loan or credit agreement, note, bond, mortgage, indenture, lease, customer or supplier contract or other agreement, judgment, order, decree, statute, law, ordinance, rule, license, permit or regulation applicable to Solect or any of the Solect Subsidiaries or their respective properties or assets or by which any of their properties may be bound (the "Solect Agreements"), other than any such security interestsbreaches, mortgages, optionsviolations, claims, defaults, rights, losses, liens, security interests, charges or encumbrances thatwhich, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on Buyer; Solect and the Solect Subsidiaries, taken as a whole, or (iii) violate the terms or conditions ofconflict with any order, writ, injunction, decree, statute, rule or result in the cancellationregulation of any court, modificationadministrative agency, revocation regulatory body or suspension ofcommission or other governmental authority or instrumentality, any material licensewhether federal, approvalprovincial, certificate, permit state or authorization held by Buyer local and whether domestic or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have foreign (each a material adverse effect on Buyer"Governmental Entity").
Appears in 1 contract
Samples: Combination Agreement (Amdocs LTD)
No Conflict. Except as disclosed set forth in Section 4.01(e) of the Buyer Disclosure Schedule and subject 2.4 to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesthis Agreement, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption execution and delivery of this Agreement by does not, and the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement by Buyer hereby in accordance with the terms, conditions and Buyer Sub do not and provisions hereof will not (ia) conflict with, or result in a violation accelerate the maturity of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) give any person any rights under, or the right to rescind, or otherwise modify, any provision of: (A) any Federalobligation, state or local lawindebtedness, regulationlicense, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture agreement or instrument to which Buyer Valence or Buyer Sub any of the Valence Subsidiaries is a party or by which it any of them or any of their respective properties is bound, or (b) result in the creation of any lien, encumbrance or charge upon any of the properties or assets of Valence or any of the Valence Subsidiaries or (c) result in a breach or violation of, or be in conflict with, or constitute (with or without the giving of notice or the passage of time or both) a default under (i) any statute, law, ordinance, rule or regulation (including, without limitation, all laws regulating franchises) applicable to Seller, Valence or any of the Valence Subsidiaries or any of their properties; (ii) the terms, conditions or provisions of the memorandum or articles of association of Seller, Valence or any of the Valence Subsidiaries, or any lease, license, promissory note, conditional sales contract, commitment, indenture, mortgage, deed of trust, partnership agreement or other agreement, contract, instrument, or arrangement (whether or not in writing) to which Seller, Valence or any of the Valence Subsidiaries is a party or by which Seller, Valence or any of the Valence Subsidiaries, or any of their respective properties, is or may be bound; or (Diii) any permit, license, order, judgment, writ, injunction judgment or decree of any court, arbitration panel arbitrator or governmental authority by which Seller, Valence, or any Governmental Authority applicable to Buyer of the Valence Subsidiaries or Buyer Sub; (ii) result in the creation any of their respective properties, is or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, may be bound other than such security interestsconflicts, mortgagesbreaches, optionsterminations, claimsdefaults, liens, charges or liens and encumbrances that, which individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, aggregate would not reasonably be expected to have a material materially adverse effect on Buyerthe business, financial condition or properties of Valence and the Valence Subsidiaries taken as a whole.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption CCHI of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by CCHI of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of CCHI; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon, any of the properties of CCHI or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub CCHI or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, CCHI Permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer CCHI or Buyer Sub any of its Subsidiaries is a party party, or by which it CCHI or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any courtbinding upon or applicable to CCHI, arbitration panel CCHI or any Governmental Authority applicable to Buyer or Buyer Sub; of their Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge as would not have or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatreasonably be expected to have, individually or in the aggregate, a CCHI Material Adverse Effect.
(b) Neither the execution and delivery by CCHI a of this Agreement nor the consummation by CCHI of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (i) the filings provided for in Article 1, (ii) filings required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities and “Blue Sky” laws, except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatreasonably be expected to have, individually or in the aggregate, a CCHI Material Adverse Effect.
(c) Other than as contemplated by Section 3.5(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of the CCHI Material Contracts (as hereinafter defined) or for CCHI to consummate the transactions contemplated hereby, except where the failure to receive such consents or other certificates would not have or reasonably be expected to have have, individually or in the aggregate, a material adverse effect on BuyerCCHI Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (American Post Tension, Inc.)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and each Note will not (i) conflict withcontravene, result in any breach of, or result in constitute a violation ofdefault under, or result in the breach creation of any Lien in respect of any property of the Company or a default (or which with notice or lapse of time would result in a default) any Subsidiary under, any provision of: (A) any Federalindenture, state mortgage, deed of trust, loan, purchase or local lawcredit agreement, regulationlease, ordinancecorporate charter or by-laws, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture other agreement or instrument to which Buyer the Company or Buyer Sub any Subsidiary is a party bound or by which it the Company or any Subsidiary or any of their respective properties or assets may be bound; bound or affected, (Dii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, writdecree, injunction or decree ruling of any court, arbitration panel arbitrator or any Governmental Authority applicable to Buyer the Company or Buyer Sub; any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any
(a) Schedule 5.5 contains complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) result in of the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer SubsidiariesCompany’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.
(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.5 as being owned by the Company and its Subsid- iaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.5).
(c) Each Subsidiary identified in Schedule 5.5 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such security interestsqualification is required by law, mortgages, options, claims, liens, charges other than those jurisdictions as to which the failure to be so qualified or encumbrances thatin good standing would not, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.
(d) No Subsidiary is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the agreements listed on BuyerSchedule 5.5 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits (subject to standard insurance regulations) or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.
Appears in 1 contract
Samples: Note Purchase Agreement
No Conflict. Except as disclosed in Section 4.01(e) The execution, delivery and performance of this Agreement and any other Transaction Agreement to which any Acquiror Party is or will be a party by such Acquiror Party and the consummation of the Buyer Disclosure Schedule transactions contemplated hereby or by any other Transaction Agreement do not and will not (a) assuming the accuracy of the Interested Stockholder Rep, and subject to the receipt of the required approvals of Regulatory Authorities Acquiror Stockholder Approval and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer VoteSub Stockholder Approval, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, with or result in a violation violate any provision of, or result in the breach of the Acquiror Organizational Documents or any organizational documents of any Subsidiaries of Acquiror, (b) assuming the accuracy of the Interested Stockholder Rep, and subject to the receipt of the Acquiror Stockholder Approval and the Merger Sub Stockholder Approval and the consents, approvals, authorizations and other requirements contemplated by Sections 5.05 and 6.05, conflict with or result in any violation of any provision of any Law or Governmental Order applicable to Acquiror, any Subsidiaries of Acquiror or any of their respective properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or which an event which, with notice or lapse of time time, or both, would result in constitute a default) under, any provision or result in the termination or acceleration of: (A) any Federal, state or local lawa right of termination, regulationcancellation, ordinancemodification, orderacceleration or amendment under, rule accelerate the performance required by, or administrative ruling result in the acceleration or trigger of any Governmental Authority applicable payment, posting of collateral (or right to Buyer require the posting of collateral), time of payment, vesting or Buyer Sub increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which Acquiror or any Subsidiaries of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Acquiror is a party or by which it any of their respective assets or their properties or assets may be is bound; , or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the creation or acceleration of any security interestLien (except for Permitted Liens) upon any of the properties or assets of Acquiror or any Subsidiaries of Acquiror, mortgageexcept (in the case of clauses (b), option(c) or (d) above) for such violations, claimconflicts, lien, charge breaches or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatdefaults which would not, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyeran Acquiror Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Supernova Partners Acquisition Company, Inc.)
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Company of this Agreement nor the consummation by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of the Company; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub the Company or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer the Company or Buyer Sub any of its Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (i) the filings provided for in Article 1 and (ii) filings required the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the meeting of the stockholders of the Company to approve and adopt this Agreement and the transactions contemplated hereby (collectively, the "Filings"), except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerCompany Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed (a) Subject to the accuracy of the representations and warranties made by the Purchaser in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws4.11, the execution, delivery and performance of this Agreement, Agreement and any applicable Ancillary Agreement by such Seller and the consummation of the transactions contemplated by this Agreement by Buyer hereby and Buyer Sub do not and thereby will not (i) conflict with, with or result in a any violation of any provision of the limited liability company agreement or limited partnership agreement (or similar governing documents) of such Seller Party, the Company or any of the Company’s Subsidiaries or Affiliates, (ii) result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the loss of any benefit under any mortgage, contract, purchase or sale order, instrument, permit, concession, franchise, right or license binding upon the Company, such Seller or any of their Subsidiaries, or any judgment, decree or settlement binding upon the Company, or any of the Sellers or any of their Affiliates, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling creation of any Governmental Authority applicable to Buyer liens, claims, mortgages, encumbrances, pledges, security interests, equities or Buyer Sub charges of any kind (each, a “Lien”) upon any of the properties, assets or rights of the Company, such Seller or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatexcept as would not, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer; Material Adverse Effect or to prevent or materially delay or hinder the ability of such Seller to perform its obligations under this Agreement, or (iii) subject to the matters referred to in Section 3.6, conflict with or violate any applicable material law, statute, code, ordinance, rule, regulation, or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law (collectively, “Laws“ and each, a “Law”) or any judgment, order, injunction or decree issued by any Governmental Entity.
(b) To the terms Knowledge of such Seller, the execution, delivery and performance of the Reg Rights Acknowledgment by the Purchaser and the consummation of the transactions contemplated thereby will not (i) conflict with or conditions result in any violation of any provision of the certificate of incorporation or bylaws (or similar governing documents) of the Company, (ii) result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the loss of any benefit under any mortgage, contract, purchase or sale order, instrument, permit, concession, franchise, right or license binding upon the Company, such Seller or any of their Subsidiaries, or any judgment, decree or settlement binding upon the Company, or any of the Sellers or any of their Affiliates, or result in the cancellationcreation of any Lien upon any of the properties, modificationassets or rights of the Company, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer such Seller or any of the Buyer their Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatexcept as would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or to prevent or materially delay or hinder the ability of such Seller to perform its obligations under this Agreement, or (iii) conflict with or violate any applicable material adverse effect on BuyerLaw or any judgment, order, injunction or decree issued by any Governmental Entity.
Appears in 1 contract
Samples: Preferred Securities Purchase Agreement (Leucadia National Corp)
No Conflict. Except as disclosed in Section 4.01(e) Each of the Buyer Disclosure Schedule and subject to the receipt distribution of the required approvals of Regulatory Authorities and Governmental AuthoritiesRights, the expiration sale, issuance and delivery of applicable regulatory waiting periodsthe Offered Shares upon exercise of the Rights, the approval issuance and delivery of the issuance Unsubscribed Shares in accordance with the terms hereof, the consummation of the Buyer Shares under this Agreement in connection with the Merger Rights Offering by the Required Buyer VoteCompany, and the adoption of this Agreement execution and delivery by the Required Seller Vote and required filings under Federal and state securities laws, Company of the execution, delivery Transaction Agreements and performance of this Agreement, and compliance with all of the provisions hereof and thereof by the Company and the consummation of the transactions contemplated by this herein and therein, following amendment of the Stockholder Protection Rights Agreement by Buyer and Buyer Sub do not and will not pursuant to the Rights Plan Amendment attached as Exhibit C to the Exchange Agreement, (i) except as described on Schedule A attached hereto, will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the breach acceleration of, or the creation of any lien under, or a default (or which with notice or lapse of time would result in a default) any “change of control” or, cause any related trigger or acceleration of rights under, any provision of: (A) any Federalindenture, state mortgage, deed of trust, loan agreement, or local lawother agreement, regulation, ordinance, order, rule plan or administrative ruling of any Governmental Authority applicable instrument to Buyer or Buyer Sub which the Company or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Subsidiaries is a party or by which it the Company or their properties any of its Subsidiaries is bound or to which any of the property or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries is subject, (ii) will not result in any violation of the creation provisions of the certificate of incorporation or acceleration by-laws of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer Company or any of the Buyer organizational or governance documents of its Subsidiaries, other than and (iii) will not result in any violation of, or any termination or impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, law, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except in any such violationscase described in subclauses (i) and (iii) for any conflict, cancellationsbreach, modificationsviolation, revocations default, acceleration, lien, termination or suspensions that, individually or in the aggregate, impairment which would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement by Parent or Merger Sub, nor the Required Seller Vote and required filings under Federal and state securities lawsperformance by Parent or Merger Sub of its obligations hereunder, the execution, delivery and performance of this Agreement, and nor the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and hereby will not (ia) conflict with or result in a violation of any provision of the charter documents or by-laws of Parent or Merger Sub, or (b) with or without the giving of notice or the lapse of time, or both, conflict with, or result in any violation or breach of, or constitute a violation ofdefault under, or result in the breach of any right to accelerate or a default (or which with notice or lapse of time would result in a default) the creation of any Encumbrance pursuant to, or right of termination under, any provision of: (A) of any Federalnote, state mortgage, indenture, lease, instrument or local lawother agreement, regulationPermit, concession, grant, franchise, license, judgment, order, decree, statute, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument regulation to which Buyer Parent or Buyer Merger Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree either of any court, arbitration panel them or any Governmental Authority of their respective assets or properties is bound or which is applicable to Buyer either of them or Buyer Sub; (ii) result in any of their assets or properties, except where the creation conflict, violation, breach, default, acceleration, termination, failure to give notice or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, Encumbrance would not have a material adverse effect Parent Material Adverse Effect. No authorization, consent or approval of, or filing with or notice to, any Governmental Entity is necessary for the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of one or more Current Reports on Buyer; or Form 8-K with the SEC, (iii) violate the terms filing of a pre-merger notification report under the HSR Act and any other documents or conditions ofinformation requested by the United States Department of Justice or the United States Federal Trade Commission in connection therewith, and the filing of similar notifications, applications, documents and information with anti-competition authorities of foreign jurisdictions, and (iv) such other authorizations, consents, approvals, filings and notices which, if not obtained or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregatemade, would not reasonably be expected to have a material adverse effect on Buyerprevent or materially delay the consummation of the transactions contemplated hereby.
Appears in 1 contract
No Conflict. Except as disclosed Assuming all consents, approvals, ----------- authorizations and other actions described in Section 4.01(e) of the Buyer Disclosure 5.07 have been obtained and all filings and notifications listed on Schedule 5.07 have been made and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws------------- except as described on Schedule 5.06, the execution, delivery and performance of ------------- this AgreementAgreement by the Company, the execution, delivery and performance by each Subsidiary of the Operative Documents to which it is a party, and the consummation by them of the transactions contemplated by this Agreement by Buyer hereby and Buyer Sub thereby do not and will not (ia) violate or conflict with the Organic Documents of the Company or any Subsidiary, subject to Charter Amendment Approval as it pertains to the Company's ability to permit the full conversion of the Preferred Shares into the Preferred Conversion Shares, (b) conflict with, with or result in a any violation of any provision of, or result in constitute (with or without the breach giving of notice or the passage of time or both) a default under, or give rise (with or which with without the giving of notice or lapse the passage of time would result in a defaultor both) to any right of termination, cancellation, or acceleration under, or require any provision consent, approval, authorization or waiver of: (A) , or notice to, any Federalparty to, state any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or local law, regulation, ordinance, order, rule other instrument or administrative ruling of any Governmental Authority applicable obligation to Buyer or Buyer Sub which the Company or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Subsidiary is a party or by which it the Company or any Subsidiary or any of their respective properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel bound or any Governmental Authority applicable to Buyer Permit held by the Company or Buyer Sub; any Subsidiary, (iiiii) result in the creation or acceleration imposition of any security interest, mortgage, option, claim, lien, charge Lien upon the properties of the Company or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, Subsidiary (other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or as provided in the aggregate, would not have a material adverse effect on Buyer; Senior Credit Facility) or (iiiiv) violate any Applicable Law binding upon the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer Company or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerSubsidiary.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of VillageEDOCS and Merger Sub represent and warrant that the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement by and the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, VillageEDOCS Ancillary Documents and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and the VillageEDOCS Ancillary Documents will not not:
(i) conflict with, with or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, violate any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates articles of incorporation or bylaws of Buyer VillageEDOCS or Buyer Merger Sub; , as the case may be, (Ccurrent copies of which shall be provided promptly after the Effective Date by VillageEDOCS to the Shareholders) or any material agreementjudgment, indenture decree or instrument order of any Governmental Entity applicable to VillageEDOCS;
(ii) violate any Laws of any jurisdiction as such Laws relate to VillageEDOCS, Merger Sub, or the business operated by VillageEDOCS or Merger Sub, or any property or asset of Merger Sub;
(iii) result in the creation of any Liens upon any of the Stock Consideration or any property of VillageEDOCS or Merger Sub;
(iv) result in a default (or grounds therefore), give rise to a right of termination, cancellation or acceleration or to loss of a benefit, or breach any prohibition or restriction on assignment or transfer under any contract or other agreement to which Buyer either VillageEDOCS or Buyer Merger Sub is a party or by which it VillageEDOCS, Merger Sub or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer VillageEDOCS or Buyer SubsidiariesMerger Sub (including the Stock Consideration) is bound, other than such security interestsor any permit, mortgagesconcession, optionsfranchise, claimsauthorization or license relating to the business of VillageEDOCS or Merger Sub; or
(v) require the consent, liensapproval, charges order or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions authorization of, or result in the cancellationregistration, modification, revocation declaration or suspension offiling with, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerPerson.
Appears in 1 contract
Samples: Merger Agreement (Villageedocs Inc)
No Conflict. Except as disclosed set forth in Section 4.01(e) Schedule 2.10, the execution and delivery of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote Corporation does not, and required filings the performance of the Agreement by the Corporation and the consummation by it of the transactions contemplated in the Agreement will not (subject to any waiver that has been obtained in writing and provided to the Offeror), breach or violate, or conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, or result in the creation or imposition of any hypothec, lien, charge or encumbrance upon any property, assets, or operations of the Corporation or any of its subsidiaries under Federal any term or provision of (a) the constating documents or by-laws of the Corporation or any of its subsidiaries or any resolution of the directors or shareholders of the Corporation or any of its subsidiaries, (b) any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument or lease to which the Corporation or its subsidiaries are party and state securities lawsthat is material to the Corporation and its subsidiaries taken as a whole (each, a “Material Agreement”), or (c) any statute, rule, licence, regulation, judgment, decree, order of any government, governmental, regulatory or administrative agency, authority, commission or instrumentality or court having jurisdiction over the Corporation or any of its subsidiaries, except for any breach, violation, conflict or default, in the case of clauses (b) and (c) above, which has not had, or would not result in, a Material Adverse Change. Except as set forth in Schedule 2.10, neither the Corporation nor any of its subsidiaries is in violation of any of the foregoing, and the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and herein will not (i) conflict withresult in any default, or result in a violation of, or result in give rise to the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling acceleration of any Governmental Authority applicable debt, under any agreement, note, bond, indenture or instrument relating to Buyer or Buyer Sub indebtedness for borrowed money (each, a “Debt Agreement”) to which the Corporation or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub subsidiaries is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyerparty.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) Neither the execution and delivery of the Buyer Disclosure Schedule and subject to Operative Agreements nor the receipt consummation or performance of any of the required approvals Contemplated Transactions will, directly or indirectly (with or without notice or lapse of Regulatory Authorities and Governmental Authoritiestime):
(a) contravene, the expiration conflict with or result in a violation of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) any provision of the Organizational Documents of Parent, Merger Sub or any of Parent's material Subsidiaries, or (ii) any resolution adopted by the Boards of Directors of Parent, Merger Sub or any of Parent's material Subsidiaries;
(b) except as set forth in Part 4.2.2 of Parent's Disclosure Letter, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Parent, Merger Sub, any of Parent's material Subsidiaries or any of the assets owned or used by Parent, Merger Sub or any of Parent's material 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 Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Parent, Merger Sub or any of Parent's material Subsidiaries or that otherwise relates to the business of, or any of the assets owned or used by, Parent, Merger Sub or any of Parent's material Subsidiaries;
(d) except as set forth in Part 4.2.2 of Parent's Disclosure Letter, contravene, conflict with, or result in a violation or breach of any provision of, or result in give any Person the breach of or right to declare a default (or which with notice or lapse of time would result in a default) exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling material Contract of any Governmental Authority applicable to Buyer or Buyer Sub Parent or any of its or their propertiesParent's material Subsidiaries; or
(B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iie) result in the imposition or creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance Encumbrance upon or interest with respect to any of the material assets owned or used by Parent or any of Parent's material Subsidiaries. Except as set forth in any property Part 4.2.2 of Buyer Parent's Disclosure Letter or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatthose Consents the failure of which to obtain would not, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect with respect to Parent, Parent is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Company of this Agreement nor the consummation by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the articles of incorporation or bylaws of the Company; (ii) violate, conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub the Company or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer the Company or Buyer Sub any of its Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (i) the filing of the Articles of Merger with the SCC and (ii) filings required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting of the shareholders of the Company to approve this Agreement and the transactions contemplated hereby, and the Schedule 13E-3 (as defined in Section 7.4(d)) (collectively, the “Filings”), except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerCompany Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule The execution and subject to the receipt of the required approvals of Regulatory Authorities delivery by Parent and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption Sub of this Agreement and each other Transaction Document to which Parent and Merger Sub are parties and the consummation by Parent and Merger Sub of the Required Seller Vote and required filings under Federal and state securities lawsContemplated Transactions, do not (a) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of or consent under, any material contract, agreement, permit, license, authorization or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets are bound (except for such violations, conflicts or defaults, the executionexercise of such termination right or the failure to obtain such consent as would not, delivery and performance of this Agreementindividually or in the aggregate, and prevent, materially hinder or materially delay the consummation of the transactions contemplated Contemplated Transactions or otherwise prevent, materially hinder or materially delay performance by Parent or Merger Sub of any of their material obligations under this Agreement by Buyer and Buyer Sub do not and will not Agreement), (ib) conflict with, or result in, any violation of any provision of the organizational documents of Parent or Merger Sub, (c) violate or result in a violation of, or result in the breach of or constitute a default (or which with notice or whether after the giving of notice, lapse of time would result in a defaultor both) under, any provision of: (A) of any Federal, state or local law, regulationregulation or rule, ordinanceor any order of, orderor any restriction imposed by, rule any court or administrative ruling of any other Governmental Authority Body applicable to Buyer Parent or Buyer Merger Sub (except for such violations or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to defaults which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatwould not, individually or in the aggregate, would not have prevent, materially hinder or materially delay the consummation of the Contemplated Transactions or otherwise prevent, materially hinder or materially delay performance by Parent or Merger Sub of any of their material obligations under this Agreement), or (d) require from Parent or Merger Sub any notice to, declaration or filing with, or consent or approval of any Governmental Body or other third party, except for (i) the filing of a material adverse effect on Buyer; pre-merger notification and report by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, (ii) the filing of the Agreement of Merger with the Secretary AmericasActive:12666190.14 of State of the State of California, and (iii) violate the terms such other consents, approvals, notices, declarations or conditions offilings which, if not obtained or result in the cancellationmade, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatwould not be reasonably likely to, individually or in the aggregate, would not reasonably be expected to have a (A) prevent, materially hinder or materially delay the consummation of the Merger or (B) otherwise prevent, materially hinder or materially delay performance by Parent or Merger Sub of any of their material adverse effect on Buyerobligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Hub Group, Inc.)
No Conflict. Except as disclosed in Section 4.01(e) Subject to the entry of the Buyer Disclosure Schedule Confirmation Order and subject the expiration, or waiver by the Bankruptcy Court, of the 14 day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, the distribution of the Rights, the sale, issuance and delivery of the Shares upon exercise of the Rights, the consummation of the Rights Offering by the Company and the execution and delivery (or, with respect to the receipt Plan, the filing) by the Company of the required approvals of Regulatory Authorities Transaction Agreements and Governmental Authorities, the expiration of applicable regulatory waiting periods, Plan and compliance by the approval Company with all of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote provisions hereof and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, thereof and the consummation of the transactions contemplated herein and therein (including compliance by this Agreement by Buyer the Plan Sponsor with its obligations hereunder and Buyer Sub do not and thereunder) will not (i) violate (A) any provision of law, statute, rule or regulation, (B) any applicable order of any court or any rule, regulation or order of any governmental authority or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which any of them or any of their property is or may be bound that remains in effect after the Effective Date, (ii) be in conflict with, or result in a violation of, or result in the breach of or a default constitute (alone or which with notice or lapse of time would or both) a default under, give rise to a right of or result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation cancellation or acceleration of any security interestright or obligation (including any payment) or a loss of a material benefit under any such indenture, mortgagecertificate of designation for preferred stock, optionagreement or other instrument that remains in effect after the Effective Date, claimwhere any such conflict, lienviolation, charge breach or encumbrance upon default referred to in clause (i) or interest in any property (ii) of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatthis Section 3(e) would reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on Buyer; Material Adverse Effect, or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation creation or suspension of, imposition of any material license, approval, certificate, permit lien upon or authorization held with respect to any property or assets now owned or hereafter acquired by Buyer the Company or any of the Buyer its Subsidiaries, other than such violationsthe liens created by the DIP Agreement and liens permitted by Section 6.02 of the DIP Agreement (collectively, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer“Permitted Liens”).
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities delivery by First Avenue and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption Sub of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by First Avenue and Merger Sub of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of First Avenue or Merger Sub; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of First Avenue or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub First Avenue or any of its Subsidiaries under any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, First Avenue Permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer First Avenue or Buyer Sub any of its Subsidiaries is a party party, or by which it First Avenue or any of its Subsidiaries or any of their properties is bound or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyeraffected; or (iii) violate the terms contravene or conditions ofconflict with or constitute a violation of any provision of any law, rule, regulation, judgment, order or result in the cancellation, modification, revocation decree binding upon or suspension of, any material license, approval, certificate, permit or authorization held by Buyer applicable to First Avenue or any of the Buyer its Subsidiaries, other than such violationsexcept, cancellations, modifications, revocations or suspensions that, individually or in the aggregatecase of matters described in clause (ii) or (iii), as have not had and would not reasonably be expected to have a material adverse First Avenue Material Adverse Effect.
(b) Neither the execution and delivery by First Avenue and Merger Sub of this Agreement nor the consummation by First Avenue or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any Governmental Authority, other than the Regulatory Filings, except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make has not had and would not reasonably be expected to have a First Avenue Material Adverse Effect.
(c) Other than as contemplated by Section 4.6(b) or as set forth on Schedule 4.6(c) of the First Avenue Disclosure Letter, no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of the First Avenue Permits and First Avenue’s contracts or leases or for First Avenue to consummate the transactions contemplated hereby, except where the failure to receive such consents or other certificates has not had and would not reasonably be expected to have a First Avenue Material Adverse Effect.
(d) Except as set forth on BuyerSchedule 4.6(d) of the First Avenue Disclosure Letter, either the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in any payment from First Avenue (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of First Avenue under any First Avenue Plan (as defined in Section 4.11) or otherwise; (ii) increase any benefits otherwise payable under any First Avenue Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
Appears in 1 contract
No Conflict. Except (a) The execution, delivery and performance of this Agreement and each ancillary agreement to this Agreement to which it is a party by Acquiror and Merger Sub, as disclosed applicable, and, in Section 4.01(e) the case of the Buyer Disclosure Schedule and subject to the Acquiror, upon receipt of the required Acquiror Requisite Approval and the approvals of Regulatory Authorities and Governmental Authoritiesdescribed in Section 5.05, the expiration consummation of applicable regulatory waiting periodsthe Transactions do not and will not: (a) conflict with or violate any provision of, or result in the breach of, the approval Acquiror Organizational Documents, any organizational documents of any Subsidiaries of Acquiror or any of the issuance organizational documents of Merger Sub; (b) conflict with or result in any violation of, or give any Governmental Authority or, to the knowledge of Acquiror, any other Person, the right to challenge this Agreement or the Transactions or to exercise any remedy or obtain relief under, any provision of any Law, Permit or Governmental Order applicable to Acquiror, its Subsidiaries or Merger Sub or any of their respective properties or assets; (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in any material payment, rebate, chargeback, penalty or change in delivery schedule under, or require any consent under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the Buyer Shares under this Agreement terms, conditions or provisions of any Contract of the type described in connection with Section 5.11, whether or not set forth on Schedule 5.11, or any Acquiror Real Estate Lease Document or Contract relating to any Acquiror Owned Real Property to which each of Acquiror or Merger Sub or any their respective Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound or affected; or (d) result in the creation of any Lien upon any of the properties, equity interests or assets of Acquiror or Merger by Sub or any of their respective Subsidiaries, except (in the Required Buyer Votecase of clauses “(b),” “(c)” or “(d)” above) for such violations, conflicts, breaches, losses or defaults which would not, individually or in the adoption aggregate, reasonably be expected to be material to Acquiror and its Subsidiaries, taken as a whole.
(b) The Acquiror Board has taken all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, DGCL are inapplicable to the execution, delivery and performance of this Agreement, Agreement and any ancillary agreements and to the consummation of the transactions contemplated by Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer ancillary agreements or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerTransactions.
Appears in 1 contract
Samples: Merger Agreement (Callaway Golf Co)
No Conflict. Except as disclosed in Section 4.01(e(i) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement by Parent or Merger Sub, nor the Required Seller Vote and required filings consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (A) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws of Parent or Merger Sub, (B) assuming compliance with the matters referred to in Section 5(b)(ii), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (C) assuming compliance with the matters referred to in Section 5(b)(ii), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation or acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under Federal and state securities lawsany provision of any Contract binding upon Parent or any of its Subsidiaries or any Authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (D) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except as would not, in the case of clauses (B), (C) and (D), reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent and Merger Sub to perform their respective obligations under this Agreement.
(ii) The execution, delivery and performance by Parent and Merger Sub of this Agreement, Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement require no action by Buyer and Buyer Sub do not and will not (i) conflict with, or result in a violation respect of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) underfiling with, any provision of: Governmental Authority, except for (A) compliance with any Federalapplicable requirements of the Securities Act, the Exchange Act or any other United States state or local lawfederal securities Laws, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; compliance with any NASDAQ rules and (C) any material agreement, indenture actions or instrument filings the failure of which to which Buyer make or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would obtain has not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, had and would not reasonably be expected to have have, individually or in the agregate, a material adverse effect on Buyerthe ability or Parent and Merger Sub to perform their respective obligations under this Agreement.
Appears in 1 contract
Samples: Tender and Support Agreement (Salix Pharmaceuticals LTD)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance by the Company of this Agreement and the Certificate of Designations, the issuance of the Shares in accordance with this Agreement, the issuance of the Conversion Shares upon any conversion of the Shares in accordance with this Agreement and the Certificate of Designations and the consummation of the other transactions contemplated by this Agreement by Buyer hereby and Buyer Sub thereby do not and will not (i) conflict with, with or result in a any violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates certificate of incorporation or bylaws of Buyer the Company, or, upon the Certificate of Designations being filed with and accepted by the Secretary of State of the State of Delaware, the Certificate of Designations, (ii) subject to the matters referred to in Section 3.6, result in any breach or Buyer Sub; violation of, or default (Cwith or without notice or lapse of time, or both) under, require any material agreementconsent under, indenture or instrument give rise to which Buyer a right of termination, cancellation, modification or Buyer Sub is a party acceleration of any obligation or by which it to the loss of any benefit under any mortgage, contract, purchase or their properties sale order, instrument, permit, concession, franchise, right or license binding upon the Company or any of its Subsidiaries or result in the creation of any Liens upon any of the properties, assets may be bound; or rights of the Company or any of its Subsidiaries, or (Diii) subject to (A) the accuracy of the representations and warranties made by the Purchasers in Section 4 and (B) the matters referred to in Section 3.6, conflict with or violate any orderapplicable law, statute, code, ordinance, rule, regulation, or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law (collectively, “Laws” and each, a “Law”) or any judgment, writorder, injunction or decree of any court, arbitration panel or issued by any Governmental Authority applicable to Buyer or Buyer Sub; Entity, except, in the case of each of clauses (ii) result in the creation or acceleration of any security interestand (iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect or to prevent or materially delay or hinder the ability of the Company to perform its obligations under this Agreement or the Certificate of Designations.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by Parent or Merger Sub, or the Required Seller Vote and required filings under Federal and state securities lawsconsummation by Parent or Merger Sub of the Merger or any other transaction contemplated by this Agreement, will (with or without notice or lapse of time, or both) conflict with or violate any provision of the organizational or governing documents of Merger Sub or Parent in any material respect. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the execution, delivery and or performance of this AgreementAgreement by Parent or Merger Sub, and the consummation by Parent or Merger Sub of the transactions Merger, the Offer or any other transaction contemplated by this Agreement by Buyer will (with or without notice or lapse of time, or both) (a) assuming that all consents, approvals, authorizations and Buyer permits described in Section 5.4 have been obtained and all filings and notifications described in Section 5.4 have been made and any waiting periods thereunder have terminated or expired, and any other condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable to Parent or Merger Sub do not and will not or any Subsidiary of Parent or Merger Sub or any of their respective properties or assets or (ib) require any consent or approval under, violate, conflict with, result in any breach of, or any loss of any benefit under, or constitute a change of control or default under, or result in a violation termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or or, to the Knowledge of Parent, result in the breach creation of a Lien (other than Permitted Liens) upon any of the respective properties or a default (or which with notice or lapse assets of time would result in a default) underParent, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Merger Sub or any Subsidiary of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) Parent pursuant to any material agreement, indenture or instrument Contract to which Buyer Parent, Merger Sub or Buyer any Subsidiary of Parent or Merger Sub is a party or by which it they or any of their respective properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer.
Appears in 1 contract
Samples: Merger Agreement (Trecora Resources)
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Company of this Agreement or the Stock Option Agreements nor the consummation by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby or thereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of the Company; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub the Company or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer the Company or Buyer Sub any of its Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Neither the execution and delivery by the Company of this Agreement or the Stock Option Agreements nor the consummation by the Company of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (i) the filings provided for in Article 1 and (ii) filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, the Securities Act or applicable state securities and "Blue Sky" laws and applicable foreign competition or antitrust laws ((i) and (ii) collectively, the "Regulatory Filings"), and listing on the NYSE of the Company Common Stock to be issued upon exercise of the option granted to Parent pursuant to the applicable Stock Option Agreement, except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerCompany Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Baker Hughes Inc)
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Company of this Agreement nor the consummation by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the Certificate of Incorporation or Bylaws of the Company or any Subsidiary; (ii) except as previously disclosed to Merger Sub, violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub the Company or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer the Company or Buyer Sub any of its Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not have, individually or in the aggregate, would not have a material adverse effect on Buyer; or Material Adverse Effect.
(iiib) violate Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material license, approval, certificate, permit governmental or authorization held by Buyer or any of the Buyer Subsidiariesregulatory authority, other than such violationsfilings required by the Securities Exchange Act of 1934, cancellationsas amended, modificationsand including the rules and regulations promulgated thereunder (the "Exchange Act"), revocations with respect to the meeting of the stockholders of the Company to approve and adopt this Agreement and the transactions contemplated hereby, and the filing of the Certificate of Merger as contemplated by Section 1.2, except for any consent, approval or suspensions thatauthorization the failure of which to obtain, and for any filing or registration the failure of which to make, would not have, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule The execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement (including the Exhibits and Schedules required hereby) by the Required Seller Vote MeeMee and required filings under Federal and state securities lawsMergerSub, the execution, delivery performance by MeeMee and performance MergerSub of this Agreementtheir respective obligations hereunder, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and Merger, will not not: (i) conflict withwith MeeMee's Articles of Incorporation or Bylaws or MergerSub's Articles of Organization; (ii) violate any statute, law, ordinance, rule or regulation, applicable to MeeMee or its subsidiaries or any of the properties or assets of MeeMee or its subsidiaries; or (iii) violate, breach, be in conflict with or constitute a default (or be an event which, with notice or lapse of time or both, would constitute a default) under, or result in a violation permit the termination of any provision of, or result in the breach termination of, the acceleration of the maturity of, or a default (the acceleration of the performance of any obligation of MeeMee or which with notice its subsidiaries, or lapse of time would result in a default) underthe creation or imposition of any Lien upon any property, asset or business of MeeMee MeeMee Media, Inc. / All Screens Media, LLC or its subsidiaries under any provision of: (A) any Federal, state or local law, regulation, ordinanceContract, order, rule judgment or administrative ruling of any Governmental Authority applicable decree to Buyer or Buyer Sub which MeeMee or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub subsidiaries is a party or by which it any of the foregoing or their assets or properties are bound or assets may be bound; or (D) any orderencumbered except, judgment, writ, injunction or decree in the case of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; clauses (ii) result in the creation and (iii), for such violations, breaches, conflicts, defaults or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatoccurrences which, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMeeMee.
Appears in 1 contract
Samples: Merger Agreement (MeeMee Media Inc.)
No Conflict. (a) Except as disclosed in Section 4.01(e) 6.6 of the Buyer Quest Disclosure Schedule Letter, neither the execution and subject to the receipt of the required approvals of Regulatory Authorities delivery by Quest and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption MergerSub of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by any of them of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and in accordance with the terms hereof will not (i) conflict with or result in a breach of any provisions of the articles or certificate of incorporation or bylaws of Quest or MergerSub or the limited partnership agreement or certificate of limited partnership of either Quest Midstream MLP or the MLP; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Quest or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Quest or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, concession, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Quest or Buyer Sub any of its Subsidiaries is a party party, or by which it Quest or any of its Subsidiaries or any of their properties or assets may be boundbound or affected; or (Diii) subject to the filings and other matters referred to in Section 6.6(b), contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Quest or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except as, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that(iii), individually or in the aggregate, would that have not had and are not reasonably likely to have a material adverse effect on Buyer; Quest Material Adverse Effect.
(b) Neither the execution and delivery by Quest or MergerSub of this Agreement nor the consummation by either of them of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval, qualification or authorization of, or filing or registration with, any court or governmental or regulatory authority, other than (i) the Regulatory Filings, (ii) the filing of a listing application with the NASDAQ Stock Market pursuant to Section 7.9, and (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, except for any consent, approval, qualification or authorization the failure to obtain which, and for any filing or registration the failure to make which, has not had and is not reasonably likely to have a Quest Material Adverse Effect.
(c) This Agreement, the Merger and the transactions contemplated hereby do not, and will not, upon consummation of such transactions in accordance with their terms, result in any "change of control" or similar event or circumstance under (i) the terms of any Quest Material Contract or (ii) any contract or plan under which any employees, officers or directors of Quest or any of its Subsidiaries are entitled to payments or benefits, which, in the case of either clause (i) or (ii), gives rise to rights or benefits not otherwise available absent such change of control or similar event and requires either a cash payment or an accounting charge in accordance with U.S. generally accepted accounting principles, or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerQuest Permit.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance of this AgreementAgreement by Acquiror, LLC Sub and Merger Sub and, upon receipt of the Acquiror Stockholder Approval, the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub hereby do not and will not (ia) conflict with, with or result in a violation violate any provision of, or result in the breach of the Acquiror Organizational Documents or any organizational documents of any Subsidiaries of Acquiror (including LLC Sub and Merger Sub), (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to Acquiror, LLC Sub or Merger Sub, or any of their respective properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or which an event which, with notice or lapse of time time, or both, would result in constitute a default) under, any provision or result in the termination or acceleration of: (A) any Federal, state or local lawa right of termination, regulationcancellation, ordinancemodification, orderacceleration or amendment under, rule accelerate the performance required by, or administrative ruling result in the acceleration or trigger of any Governmental Authority applicable payment, posting of collateral (or right to Buyer require the posting of collateral), time of payment, vesting or Buyer Sub increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which Acquiror or any Subsidiaries of its or their properties; Acquiror (Bincluding LLC Sub and Merger Sub) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it any of them or any of their respective assets or properties or assets may be bound; bound or affected, or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the creation or acceleration of any security interestLien upon any of the properties or assets of Acquiror (including LLC Sub and Merger Sub), mortgageexcept (in the case of clauses (b), option(c) or (d) above) for such violations, claimconflicts, lien, charge breaches or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatdefaults which would not, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyerthe ability of Acquiror, LLC Sub or Merger Sub to enter into and perform its respective obligations under this Agreement.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance of this AgreementAgreement by each of Parent, First Merger Sub and Second Merger Sub and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, and subject to the filing of the First Certificate of Merger, the filing of the Second Certificate of Merger and the applicable requirements of the HSR Act, the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub hereby do not and will not not: (ia) conflict with, with or result in a violation violate any provision of, or result in the breach of, the Parent Organizational Documents or any of the organizational documents of First Merger Sub or Second Merger Sub; (b) result in any violation of any provision of any Law or Governmental Order applicable to each of Parent, First Merger Sub or Second Merger Sub or any of their respective properties or assets; (c) violate, result in a default or breach of any provision of or the loss of any benefit under, constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or acceleration of: (A) any Federal, state or local lawa right of termination, regulationcancellation, ordinancemodification, orderacceleration or amendment under, rule accelerate the performance required by, or administrative ruling result in the acceleration or trigger of any Governmental Authority applicable payment, posting of collateral (or right to Buyer require the posting of collateral), time of payment, vesting or Buyer increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which either of Parent, First Merger Sub or Second Merger Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub respective Subsidiaries is a party or by which it any of their respective assets or their properties or assets may be boundbound or affected; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the creation or acceleration of any security interestLien upon any of the properties or assets of Parent, mortgageFirst Merger Sub or Second Merger Sub, optionexcept (in the case of clauses “(b),” “(c)” or “(d)” above) for such violations, claimconflicts, lien, charge breaches or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatdefaults which would not, individually or in the aggregate, would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on Buyer; the ability of Parent, First Merger Sub or (iii) violate Second Merger Sub to enter into, perform its obligations under this Agreement and consummate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerTransactions.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule The execution and subject to the receipt of the required approvals of Regulatory Authorities delivery by Symbotic and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption its Subsidiaries of this Agreement by and the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this AgreementAncillary Agreements to which they are a party, and the consummation by Symbotic and its Subsidiaries of the transactions contemplated by this Agreement by Buyer and Buyer Sub Transactions in accordance with the terms hereof, do not and will not (ia) violate, conflict with, with or result in a violation breach of, cause acceleration to, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, under (i) any provision of: of the certificate of incorporation of Symbotic, the Symbotic Holdings LLC Agreement or the limited liability company agreement of Symbotic LLC, (Aii) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling provision of the organizational documents of any Governmental Authority applicable of Symbotic’s other Subsidiaries, (iii) any of the terms, conditions or provisions of any material Contract to Buyer or Buyer Sub which Symbotic or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Subsidiaries is a party party, or by which it Symbotic or any of its Subsidiaries or any of their properties or assets may be bound; is bound or (Div) assuming the accuracy of the representations and warranties of the SB Group in Article III and of GreenBox in Article IV, any order, judgment, writ, injunction term or decree provision of any court, arbitration panel Law or Order applicable to Symbotic or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, (iib) result in the creation or acceleration imposition of any security interest, mortgage, option, claim, lien, charge Lien on the properties of Symbotic or encumbrance upon or interest in any property of Buyer or Buyer its Subsidiaries, other than such security interestsor (c) require consent or approval under any of the terms, mortgagesconditions or provisions of any material Contract to which Symbotic or any of its Subsidiaries is a party, optionsor by which Symbotic or any of its Subsidiaries or any of their properties is bound, claimsexcept, liensin the case of clauses (a)(ii), charges or encumbrances that(a)(iii), (a)(iv), (b) and (c) as would not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on Buyer; or Symbotic and its Subsidiaries (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have taken as a material adverse effect on Buyerwhole).
Appears in 1 contract
Samples: Framework Agreement (Symbotic Inc.)
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities delivery by Parent and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption Sub of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of Parent or Merger Sub; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Parent or any of its Subsidiaries under any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Parent or Buyer Sub any of its Subsidiaries is a party party, or by which it Parent or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Parent or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result of its Subsidiaries, except, in the creation case of matters described in clause(ii) or acceleration of any security interest(iii), mortgage, option, claim, lien, charge as would not have or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatreasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Neither the execution and delivery by Parent or Merger Sub of this Agreement nor the consummation by Parent or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and (i) in the case of the Merger, listing on the AMEX of the Parent Common Stock to be issued in the Merger and issuable pursuant to the Assumed Options and (ii) in the case of the Alternate Mergers, listing on the AMEX of the Alternate Holdco common stock to be issued in the Alternate Mergers and issuable pursuant to exercise of the Assumed Options and Devon Assumed Options (as defined in Exhibit B) and exchange of the Northstar Exchange Shares and Zero Coupon Convertible Debentures (as defined in Exhibit B), except, in each case, for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not prevent the consummation of the Merger or the Alternate Mergers, as the case may be, or otherwise prevent Parent from performing its obligations under this Agreement and would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatreasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) Other than as contemplated by Section 5.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of Parent's material contracts or leases or for Parent to consummate the transactions contemplated hereby, except when the failure to receive such consents or other certificates would not have or reasonably be expected to have have, individually or in the aggregate, a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Devon Energy Corp/De)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule Neither execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement or the other agreements contemplated hereby by Buyer, Buyer’s Parent and Merger Sub nor the Required Seller Vote performance by Buyer, Buyer’s Parent and required filings under Federal and state securities lawsMerger Sub of their respective obligations hereunder or thereunder, the execution, delivery and performance of this Agreement, and nor the consummation by Buyer, Buyer’s Parent and Merger Sub of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and Transactions will not (ia) conflict with or result in a violation of any provision of Buyer’s, Buyer’s Parent’s or Merger Sub’s certificate or, as the case may be, articles of incorporation or bylaws, or (b) except for the Consent of lenders referenced in Section 7.2.24, with or without the giving of notice or the lapse of time, or both, conflict with, or result in any violation or breach of, or constitute a violation ofdefault under, or result in the breach of any right to accelerate or a default (or which with notice or lapse of time would result in a default) the creation of any Encumbrance pursuant to, or right of termination under, any provision of: (A) of any Federalnote, state mortgage, indenture, lease, instrument or local lawother agreement, regulationPermit, concession, grant, franchise, license, judgment, order, decree, statute, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument regulation to which Buyer Buyer, Buyer’s Parent or Buyer Merger Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel them or any Governmental Authority of their respective assets or properties is bound or which is applicable to Buyer Buyer, Buyer’s Parent or Buyer Sub; (ii) result in Merger Sub or any of its assets or properties. No Governmental Authorization is necessary for the creation execution and delivery of this Agreement or acceleration any of any security interestthe other agreements contemplated hereby by Buyer, mortgageBuyer’s Parent and Merger Sub or the consummation by Buyer, optionBuyer’s Parent and Merger Sub of the Transactions, claimexcept for such consents, lienauthorizations, charge filings, approvals and registrations that if not obtained or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregatemade, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by Parent or the Required Seller Vote and required filings under Federal and state securities lawsPurchaser, the executionacceptance for payment or acquisition of Shares pursuant to the Offer, delivery and performance the exercise of the Top-Up Option, the consummation by Parent or the Purchaser of the Merger, the Restructuring Transactions or any other transaction contemplated by this Agreement, and or compliance by Parent or the consummation Purchaser with any of the transactions contemplated by provisions of this Agreement by Buyer will (with or without notice or lapse of time, or both): (a) violate any provision of the certificate or articles of incorporation or bylaws (or any equivalent organizational or governing documents) of Parent or the Purchaser; (b) assuming that all consents, approvals, authorizations and Buyer Sub do not permits described in Section 4.4 have been obtained and will not all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder have terminated or expired, violate any Law applicable to Parent or the Purchaser or any other Subsidiary of Parent (ieach a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) conflict withor any of their respective properties or assets; or (c) require any consent or approval under, violate, result in any breach of or any loss of any benefit under, or result in a violation termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the breach creation of a Lien upon any of the respective properties or a default (assets of Parent, the Purchaser or which with notice or lapse of time would result in a default) underany Parent Subsidiary pursuant to, any provision of: (A) any FederalContract or permit to which Parent, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub the Purchaser or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Parent Subsidiary is a party or by which it they or any of their respective properties or assets may be bound; bound or affected, except, with respect to clauses (Db) and (c), for any ordersuch violations, judgmentconsents, writbreaches, injunction or decree of any courtlosses, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiariesdefaults, other than such security interests, mortgages, options, claims, liens, charges occurrences or encumbrances thatLiens which, individually or in the aggregate, would have not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, had and would not reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of this Agreement by the Required Seller Vote and approval of this Agreement and the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption receipt of this Agreement by the Required Seller Vote required approvals or consents of Regulatory Authorities and Governmental Authorities, or the provision of any notice required thereto, the expiration of applicable regulatory waiting periods and the required filings under Federal federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer Xxxxx and Buyer Sub do not and will not (i) conflict with, or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federalfederal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their respective properties; (B) the certificates articles of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub, other than, in the case of clauses (A), (C) and (D), any such conflicts, violations, breaches or defaults that, individually or in the aggregate, would not have a material adverse effect on Buyer; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer.
Appears in 1 contract
Samples: Merger Agreement (Wesbanco Inc)
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by Parent or the Required Seller Vote and required filings under Federal and state securities lawsPurchaser, the executionmaking of the Offer, delivery and performance the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent or the Purchaser of the Merger or any other transaction contemplated by this Agreement, and or compliance by Parent or the consummation Purchaser with any of the transactions contemplated by provisions of this Agreement by Buyer and Buyer Sub do not and will not (iwith or without notice or lapse of time, or both): (a) conflict with or violate any provision of the certificate of incorporation or by-laws of Parent or the Purchaser; (b) assuming that all consents, approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or the Purchaser or any other Subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or any of their respective properties or assets; or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in a violation termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the breach creation of a Lien upon any of the respective properties or a default (assets of Parent, the Purchaser or which with notice or lapse of time would result in a default) underany Parent Subsidiary pursuant to, any provision of: (A) any FederalContract, state permit or local lawother instrument or obligation to which Parent, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub the Purchaser or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Parent Subsidiary is a party or by which it they or any of their respective properties or assets may be bound; bound or affected, except, with respect to clauses (Db) and (c), for any ordersuch conflicts, judgmentviolations, writconsents, injunction or decree of any courtbreaches, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interestlosses, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiariesdefaults, other than such security interests, mortgages, options, claims, liens, charges occurrences or encumbrances thatLiens which, individually or in the aggregate, would have not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, had and would not reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) Neither the execution and delivery by Parent and Merger Sub of this Agreement or the Voting Agreements nor the consummation by Parent and Merger Sub of the Buyer Disclosure Schedule and transactions in accordance with the terms hereof or thereof will (i) subject to the receipt of the required approvals Requisite Parent Vote conflict with or result in a breach of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval any provisions of the issuance certificate of the Buyer Shares under this Agreement in connection with the incorporation or bylaws of Parent and Merger by the Required Buyer VoteSub; (ii) violate, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or cancellation or in a right of termination or cancellation of: (A) any Federal, state or local lawaccelerate the performance required by, regulation, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties, assets or rights of Parent or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Parent or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, concession, franchise, permit, lease, sublease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Parent or Buyer Sub any of its Subsidiaries is a party party, or by which it Parent or any of its Subsidiaries or any of their properties respective properties, assets or assets rights may be boundbound or affected; or (Diii) subject to the filings and other matters referred to in Section 5.3(b), contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Parent or any Governmental Authority applicable to Buyer of its Subsidiaries or Buyer Sub; by which its or any their respective properties, assets or rights are bound, except for such matters, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatthat do not, individually or in the aggregate, would not have constitute a material adverse effect on Buyer; Parent Material Adverse Effect.
(b) Neither the execution and delivery by Parent and Merger Sub of this Agreement or the Voting Agreements nor the consummation by Parent and Merger Sub of the Transactions in accordance with the terms hereof will require any consent, approval, qualification, authorization or permit of, action by, filing or registration with, or notification to, any Governmental Authority other than (i) Regulatory Filings and the filings and notifications required under applicable Non-U.S. Antitrust Laws in the jurisdictions listed in Section 5.3(b) of the Parent Disclosure Letter, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) violate the terms or conditions ofany filing, or result in the cancellation, modification, revocation or suspension of, any material licenseconsent, approval, certificatequalification, permit authorization, permit, decision or authorization held by Buyer action, the failure of which to obtain, and for any such filing, registration or any notification the failure of the Buyer Subsidiarieswhich to make, other than such violations, cancellations, modifications, revocations or suspensions thatdoes not, individually or in the aggregate, would not reasonably be expected to have constitute a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (TPC Group Inc.)
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Company of this Agreement nor the consummation by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof, will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of the Company; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub the Company or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer the Company or Buyer Sub any of its Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (i) the filings provided for in Article 1 and (ii) filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act or applicable state securities and "Blue Sky" laws ((i) and (ii) collectively, the "Regulatory Filings"), except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerCompany Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by Parent or Merger Sub, or the Required Seller Vote and required filings under Federal and state securities laws, consummation by Parent or Merger Sub of the execution, delivery and performance of Merger or any other transaction contemplated by this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, with or result in a violation of, or result in the breach of or a default (or which with without notice or lapse of time would result in a defaulttime, or both) under, conflict with or violate any provision of: (A) any Federal, state of the organizational or local law, regulation, ordinance, order, rule or administrative ruling governing documents of any Governmental Authority applicable to Buyer or Buyer Merger Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) Parent in any material agreement, indenture respect. Except as would not have or instrument reasonably be expected to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thathave, individually or in the aggregate, would not a Parent Material Adverse Effect, none of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Merger, the Offer or any other transaction contemplated by this Agreement will (with or without notice or lapse of time, or both) (a) assuming that all consents, approvals, authorizations and permits described in Section 5.4 have a material adverse effect on Buyer; been obtained and all filings and notifications described in Section 5.4 have been made and any waiting periods thereunder have terminated or expired, and any other condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable to Parent or any Subsidiary of Parent or any of their respective properties or assets or (iiib) violate the terms require any consent or conditions approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the cancellationcreation of a Lien (other than Permitted Liens) upon any of the respective properties or assets of Parent, modificationMerger Sub or any Subsidiary of Parent pursuant to any Contract to which Parent, revocation Merger Sub or suspension of, any material license, approval, certificate, permit Subsidiary of Parent is a party or authorization held by Buyer which they or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations their respective properties or suspensions that, individually or in the aggregate, would not reasonably assets may be expected to have a material adverse effect on Buyerbound.
Appears in 1 contract
Samples: Merger Agreement (New Home Co Inc.)
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions Merger or any other transaction contemplated by this Agreement by Buyer and Buyer Sub do not and will not (iwith or without notice or lapse of time, or both): (a) conflict with or violate any provision of the certificate or articles of incorporation or bylaws, or any equivalent organizational or governing documents, of Parent or Merger Sub; (b) assuming that all consents, approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or any of their respective properties or assets; or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in a violation termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the breach creation of a Lien upon any of the respective properties or a default (or which with notice or lapse assets of time would result in a default) underParent, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Merger Sub or any of its other Parent Subsidiary pursuant to, any Contract or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument permit to which Buyer Parent, Merger Sub or Buyer Sub any other Parent Subsidiary is a party or by which it they or any of their respective properties or assets may be are bound; or , except, with respect to clauses (Db) and (c), for any ordersuch conflicts, judgmentviolations, writconsents, injunction or decree of any courtbreaches, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interestlosses, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiariesdefaults, other than such security interests, mortgages, options, claims, liens, charges occurrences or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatLiens which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyerprevent or materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (UNS Energy Corp)
No Conflict. (a) Except as disclosed in Section 4.01(e5.6(a) of the Buyer Pinnacle Disclosure Schedule Letter, neither the execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Pinnacle of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by Pinnacle of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and in accordance with the terms hereof will not (i) subject to receipt of the Pinnacle Stockholder Approval, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Pinnacle; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Pinnacle or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Pinnacle or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, concession, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Pinnacle or Buyer Sub any of its Subsidiaries is a party party, or by which it Pinnacle or any of its Subsidiaries or any of their properties or assets may be boundbound or affected; or (Diii) subject to the filings and other matters referred to in Section 5.6(b), contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Pinnacle or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except as, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that(iii), individually or in the aggregate, would that have not had and are not reasonably likely to have a material adverse effect on Buyer; Pinnacle Material Adverse Effect.
(b) Neither the execution and delivery by Pinnacle of this Agreement nor the consummation by Pinnacle of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval, qualification or authorization of, or filing or registration with, any court or governmental or regulatory authority, other than filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, the Securities Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, except for any consent, approval, qualification or authorization the failure to obtain which, and for any filing or registration the failure to make which, has not had and is not reasonably likely to have a Pinnacle Material Adverse Effect.
(c) Except as set forth in Section 5.6(c) of the Pinnacle Disclosure Schedule, this Agreement, the Merger and the transactions contemplated hereby do not, and will not, upon consummation of such transactions in accordance with their terms, result in any "change of control" or similar event or circumstance under (i) the terms of any Pinnacle Material Contract or (ii) any contract or plan under which any employees, officers or directors of Pinnacle or any of its Subsidiaries are entitled to payments or benefits, which, in the case of either clause (i) or (ii), gives rise to rights or benefits not otherwise available absent such change of control or similar event and requires either a cash payment or an accounting charge in accordance with U.S. generally accepted accounting principles, or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerPinnacle Permit.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance of this AgreementAgreement by each of Parent, First Merger Sub and Second Merger Sub and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub hereby do not and will not not: (ia) conflict with, with or result in a violation violate any provision of, or result in the breach of, the Parent Organizational Documents or any of the organizational documents of First Merger Sub or Second Merger Sub; (b) result in any violation of any provision of any Law or Governmental Order applicable to each of Parent, First Merger Sub or Second Merger Sub or any of their respective properties or assets; (c) violate, result in a default or breach of any provision of or the loss of any benefit under, constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or acceleration of: (A) any Federal, state or local lawa right of termination, regulationcancellation, ordinancemodification, orderacceleration or amendment under, rule accelerate the performance required by, or administrative ruling result in the acceleration or trigger of any Governmental Authority applicable payment, posting of collateral (or right to Buyer require the posting of collateral), time of payment, vesting or Buyer increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which either of Parent, First Merger Sub or Second Merger Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub respective Subsidiaries is a party or by which it any of their respective assets or their properties or assets may be boundbound or affected; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the creation or acceleration of any security interestLien upon any of the properties or assets of Parent, mortgageFirst Merger Sub or Second Merger Sub, optionexcept (in the case of clauses “(b),” “(c)” or “(d)” above) for such violations, claimconflicts, lien, charge breaches or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatdefaults which would not, individually or in the aggregate, would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on Buyer; the ability of Parent, First Merger Sub or (iii) violate Second Merger Sub to enter into, perform its obligations under this Agreement and consummate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerTransactions.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) Neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Buyer Disclosure Schedule and subject to Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any provision of the certificate of incorporation, certificate of formation or charter (or similar organizational documents) or bylaws or operating agreement, each as in effect on the date hereof, or any currently effective resolution adopted by the board of directors, shareholders, manager or members of, Nicolet or any of its Subsidiaries; (b) assuming receipt of the required approvals of Requisite Regulatory Authorities and Governmental AuthoritiesApprovals, the expiration of applicable regulatory waiting periodscontravene, the approval of the issuance of the Buyer Shares under this Agreement in connection conflict with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, or result in a violation of, or result in give any Regulatory Authority or other Person the breach valid and enforceable right to challenge any of the Contemplated Transactions or a default (to exercise any remedy or which with notice or lapse of time would result in a default) obtain any relief under, any provision of: (A) Legal Requirement or any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable Order to Buyer or Buyer Sub which Nicolet or any of its Subsidiaries, or any of their propertiesrespective assets that are owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the Requisite Regulatory Approvals; (Bc) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the certificates of incorporation right to declare a default or bylaws of Buyer exercise any remedy under, or Buyer Sub; (C) to accelerate the maturity or performance of, or to cancel, terminate or modify any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be boundNicolet Material Contract; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the creation or acceleration of any security interest, mortgage, option, claim, material lien, charge or encumbrance upon or interest in with respect to any property of Buyer the assets owned or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held used by Buyer Nicolet or any of its Subsidiaries. Except for the Buyer SubsidiariesRequisite Regulatory Approvals and the stock exchange listing required under Section 6.6, other than such violations, cancellations, modifications, revocations neither Nicolet nor any of its Subsidiaries is or suspensions that, individually will be required to give any notice to or obtain any consent from any Person in connection with the aggregate, would not reasonably be expected to have a material adverse effect on Buyerexecution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) None of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authoritiesexecution, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery or performance of this Agreement by the Required Seller Vote and required filings under Federal and state securities lawsParent or Merger Sub, the executionconsummation by Parent or Merger Sub of the Merger, delivery and performance of or any other transaction contemplated by this Agreement, and the consummation or compliance by Parent or Merger Sub with any of the transactions contemplated by provisions of this Agreement by Buyer and Buyer Sub do not and will not (iwith or without notice or lapse of time, or both): (a) conflict with or violate any provision of the Parent Governing Documents, or the certificate of incorporation or bylaws or similar organizational and governing documents of Merger Sub or any Parent Subsidiary; (b) assuming that all consents, approvals, authorizations and permits described in Section 4.5 have been obtained and all filings and notifications described in Section 4.5 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or Merger Sub or any other Parent Subsidiary or any of their respective properties or assets; or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in a violation termination or give to others any right of termination, amendment, acceleration or cancellation of, or result in the breach creation of a Lien upon any of the respective properties or a default (or which with notice or lapse assets of time would result in a default) underParent, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Merger Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) Parent Subsidiary pursuant to, any material agreementContract, indenture or instrument to which Buyer Parent, Merger Sub or Buyer Sub any Parent Subsidiary is a party or by which it or their properties or assets may be bound; or party, except, with respect to clauses (Db) and (c), for any ordersuch conflicts, judgmentviolations, writconsents, injunction or decree of any courtbreaches, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interestlosses, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiariesdefaults, other than such security interests, mortgages, options, claims, liens, charges occurrences or encumbrances that, individually or in the aggregate, Liens which would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement by the Required Seller Vote and required filings under Federal and state securities lawsCompany nor the consummation by the Company of the Transactions, the execution, delivery and nor performance of this AgreementAgreement by the Company will (a) conflict with or violate the Company Organizational Documents or the equivalent organizational documents of any Company Subsidiary, and (b) assuming receipt of the approvals referenced in Section 4.6, if required for consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not Merger, conflict with or violate any United States federal, state or local or any foreign statute, law, rule, regulation, ordinance, code or any other requirement or rule of law including Regulatory Laws (ieach, a “Law”) conflict withor any charge, temporary restraining order or other order, writ, injunction (whether preliminary, permanent or otherwise), judgment, guideline, doctrine, guidance, decree, ruling, determination, directive, corporate integrity agreement or similar agreement, award or settlement, whether civil, criminal or administrative (each, an “Order”), or any rule or regulation of any securities exchange on which the Company Common Stock is listed for trading, in each case applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (c) result in a violation of, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would result in become a default) under, give to others any provision right of termination, amendment, acceleration or cancellation of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling result in the triggering of any Governmental Authority applicable to Buyer payment or Buyer Sub other obligation or any right of its consent, or their properties; result in the creation of a Lien (Bother than Permitted Liens) on any property or asset of the certificates of incorporation Company or bylaws of Buyer or Buyer Sub; (C) any material Company Subsidiary pursuant to, any note, bond, mortgage, indenture, Contract, agreement, indenture lease, sublease, license, permit, franchise or other instrument or obligation to which Buyer the Company or Buyer Sub any Company Subsidiary is a party or by which it the Company or their properties any Company Subsidiary or assets may be bound; any property or (D) any order, judgment, writ, injunction or decree asset of any courtof them is bound or affected (including any Company Material Contract and any permits), arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result except, in the creation case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults or acceleration of any security interestother occurrences which have not had, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatand would not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerCompany Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Company of this Agreement nor the consummation by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the restated certificate of incorporation or bylaws of the Company; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable liens, pledges, security interests, claims, preferential purchase rights or other similar rights, interests or encumbrances (“Liens”) upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer the Company or Buyer Sub its Subsidiaries under any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, Company Permit, lease, contract, agreement, joint venture or other instrument or obligation to which the Company or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyeraffected; or (iii) violate contravene or conflict with or constitute a violation of any provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer Company or any of the Buyer its Subsidiaries, other than such violationsexcept, cancellations, modifications, revocations or suspensions that, individually or in the aggregatecase of matters described in clause (ii) or (iii), as have not had and would not reasonably be expected to have a material adverse Material Adverse Effect.
(b) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any Governmental Authority, other than (i) the filings provided for in ARTICLE 1 of this Agreement, (ii) filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”) or applicable state securities and “Blue Sky” laws, and applicable state or foreign competition or antitrust laws, (iii) such other consents, approvals, authorizations, filings or registrations as may be required under any Environmental Health or Safety Law (as defined in Section 3.13) pertaining to any notification, disclosure or required approval necessitated by the Merger, and (iv) such other consents, approvals, authorizations, filings or registrations the failure of which to obtain or make has not had and would not reasonably be expected to have a Material Adverse Effect ((i), (ii), (iii) and (iv), collectively, the “Regulatory Filings”)).
(c) Other than as contemplated by Section 3.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect on Buyerof all of the Company Permits and any contracts or leases of the Company or any of its Subsidiaries or for the Company to consummate the transactions contemplated hereby, except where the failure to receive such consents or other certificates has not had and would not reasonably be expected to have a Material Adverse Effect.
(d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in any payment from the Company (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of the Company under any Company Plan (as defined in Section 3.11) or otherwise; (ii) increase any benefits otherwise payable under any Company Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the delivery by Parxxx xxd Merger by the Required Buyer Vote, the adoption Sub of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by Parxxx xxd Merger Sub of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of Parent or Merger Sub; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Parent or any of its Subsidiaries under any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Parent or Buyer Sub any of its Subsidiaries is a party party, or by which it Parent or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Parent or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge as would not have or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatreasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Neither the execution and delivery by Parent or Merger Sub of this Agreement nor the consummation by Parent or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Parent Common Stock to be issued in the Merger on the AMEX, except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not prevent the consummation of the Merger or otherwise prevent Parent from performing its obligations under this Agreement and would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatreasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) Other than as contemplated by Section 5.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of Parent's material contracts or leases or for Parent to consummate the transactions contemplated hereby, except when the failure to receive such consents or other certificates would not have or reasonably be expected to have have, individually or in the aggregate, a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) The execution and delivery by each of the Buyer Disclosure Schedule Parent and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance Newco of this Agreement, and by Parent, Newco, Sub and Motient Communications of the Ancillary Agreements to which it is a party, and the consummation by each of Parent, Newco, Sub and Motient Communications of the transactions contemplated by this Agreement by Buyer hereby and Buyer Sub do not thereby and compliance with the provisions hereof and thereof (including, without limitation, the issuance, sale and delivery of the Investor Interests) will not (ia) violate or conflict with, or result in a violation ofrequire any consent, or result in the breach of or a default (or which with approval, notice or lapse of time would result in a default) filing under, any provision of: of any domestic (A) any Federalfederal, state or local local) or foreign law, statute, rule or regulation, ordinanceor any ruling, writ, injunction, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction judgment or decree of any court, arbitration panel administrative agency or any Governmental Authority other governmental body applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interestit, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, its properties or assets other than such violations, cancellations, modifications, revocations violations or suspensions that, individually or in the aggregate, conflicts which would not reasonably be expected to have a material adverse effect Material Adverse Effect on BuyerParent, Newco, Sub or the transactions contemplated by this Agreement or the Ancillary Agreements, (b) conflict with, or result in any violation or breach of, or constitute (with due notice or lapse of time, or both) a default or loss of a benefit under, or cause or permit the acceleration under, the terms, conditions or provisions of (i) the Series A and Series B 12 1/4% Senior Notes due 2008 Indenture, dated March 31, 1998, of Motient Holdings Inc. ("Holdings") (the "Indenture") or (ii) any other indenture, mortgage, guaranty, lease, license or other contract, agreement or understanding, written or oral (each, a "Contract") to which Parent, Newco or Sub is a party or to which any of their properties or assets are subject (all of which are listed in Section 4.8 of the Disclosure Schedule) which could reasonably be expected to have a Material Adverse Effect on Parent, Newco, Sub or the transactions contemplated by this Agreement, or any of the Ancillary Agreements, (c) result in the creation or imposition of any Encumbrance upon any of Parent's, Newco's or Sub's properties or assets which could reasonably be expected to have a Material Adverse Effect on Parent, Newco, Sub or the transactions contemplated by this Agreement or any of the Ancillary Agreements, or (d) violate Parent's, Newco's or Sub's organizational documents. Parent and Sub have received all necessary consents or waivers from their lenders and guarantors with respect to the transactions contemplated hereby and by the Ancillary Agreements (other than any consents that may be needed in connection with the transactions contemplated by the Section 2.1 Letter), and the fairness opinion(s) required by Section 4.11 of the Indenture has/have been obtained and copies of such documents have been delivered to the Investors. No other consent, waiver, approval, document or action is required for Parent and its subsidiaries (including Sub) to be in full compliance with the provisions of the agreements relating to their financing arrangements upon consummation of the transactions contemplated hereby and by the Ancillary Agreements.
Appears in 1 contract
Samples: Investment Agreement (Motient Corp)
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption ----------- Company of this Agreement nor the consummation by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof, will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of the Company; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub the Company or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer the Company or Buyer Sub any of its Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not have, individually or in the aggregate, would not have a material adverse effect on Buyer; or Company Material Adverse Effect.
(iiib) violate Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material license, approval, certificate, permit governmental or authorization held by Buyer or any of the Buyer Subsidiariesregulatory authority, other than such violations(i) the filings provided for in Article 1 and (ii) filings required under the Haxx-Xxxxx-Xxxxxx Xntitrust Improvements Act of 1976, cancellationsas amended (the "HSR Act"), modificationsthe Securities Exchange Act of 1934, revocations as amended (the "Exchange Act"), the Securities Act or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer.applicable state securities and "Blue Sky" laws ((i) and
Appears in 1 contract
Samples: Merger Agreement (Petrolite Corp)
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities delivery by Edge and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption Sub of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by Edge and Merger Sub of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and hereby in accordance with the terms hereof will not (i) subject to the approvals referred to in Section 6.20, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Edge or Merger Sub; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in 24 constitute a default) under, any provision or result in the termination or in a right of termination, amendment or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under or accelerate the performance required by, regulation, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Edge or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Edge or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, concession, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Edge or Buyer Sub any of its Subsidiaries is a party party, or by which it Edge or any of its Subsidiaries or any of their properties or assets may be boundbound or affected; or (Diii) subject to the filings and other matters referred to in Section 6.6(b), contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Edge or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on Buyer; an Edge Material Adverse Effect.
(b) Neither the execution and delivery by Edge or (iii) violate Merger Sub of this Agreement nor the consummation by Edge or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval, qualification or conditions authorization of, or result in the cancellation, modification, revocation filing or suspension ofregistration with, any material licensecourt or governmental or regulatory authority, other than the Regulatory Filings and the filing of a listing application with The Nasdaq Stock Market, Inc. ("Nasdaq") pursuant to Section 7.9, except for any consent, approval, certificate, permit qualification or authorization held by Buyer the failure of which to obtain and for any filing or any registration the failure of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would which to make does not and is not reasonably be expected likely to have a material adverse effect on Buyeran Edge Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) Neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Buyer Disclosure Schedule and subject to Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any provision of the certificate of incorporation, certificate of formation or charter (or similar organizational documents) or bylaws or operating agreement, each as in effect on the date hereof, or any currently effective resolution adopted by the board of directors, shareholders, manager or members of, Nicolet or any of its Subsidiaries; (b) assuming receipt of the required approvals of Requisite Regulatory Authorities and Governmental AuthoritiesApprovals, the expiration of applicable regulatory waiting periodscontravene, the approval of the issuance of the Buyer Shares under this Agreement in connection conflict with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, or result in a violation of, or result in give any Regulatory Authority or other Person the breach valid and enforceable right to challenge any of the Contemplated Transactions or a default (to exercise any remedy or which with notice or lapse of time would result in a default) obtain any relief under, any provision of: (A) Legal Requirement or any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable Order to Buyer or Buyer Sub which Nicolet or any of its Subsidiaries, or any of their propertiesrespective assets that are owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the Requisite Regulatory Approvals; (Bc) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the certificates of incorporation right to declare a default or bylaws of Buyer exercise any remedy under, or Buyer Sub; (C) to accelerate the maturity or performance of, or to cancel, terminate or modify any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be boundNicolet Material Contract; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the creation or acceleration of any security interest, mortgage, option, claim, material lien, charge or encumbrance upon or interest in with respect to any property of Buyer the assets owned or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held used by Buyer Nicolet or any of its Subsidiaries. Except for the Buyer SubsidiariesRequisite Regulatory Approvals, other than such violationsthe Registration Statement and the stock exchange listing required under Section 6.5, cancellations, modifications, revocations neither Nicolet nor any of its Subsidiaries is or suspensions that, individually will be required to give any notice to or obtain any consent from any Person in connection with the aggregate, would not reasonably be expected to have a material adverse effect on Buyerexecution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
No Conflict. (a) Except as disclosed in Section 4.01(e5.6(a) of the Buyer Pinnacle Disclosure Schedule Letter, neither the execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Pinnacle of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by Pinnacle of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and in accordance with the terms hereof will not (i) subject to receipt of the Pinnacle Stockholder Approval, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Pinnacle; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of Pinnacle or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Pinnacle or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, concession, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Pinnacle or Buyer Sub any of its Subsidiaries is a party party, or by which it Pinnacle or any of its Subsidiaries or any of their properties or assets may be boundbound or affected; or (Diii) subject to the filings and other matters referred to in Section 5.6(b), contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Pinnacle or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except as, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that(iii), individually or in the aggregate, would that have not had and are not reasonably likely to have a material adverse effect on Buyer; Pinnacle Material Adverse Effect.
(b) Neither the execution and delivery by Pinnacle of this Agreement nor the consummation by Pinnacle of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval, qualification or authorization of, or filing or registration with, any court or governmental or regulatory authority, other than filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Exchange Act, the Securities Act or applicable state securities and “Blue Sky” laws (collectively, the “Regulatory Filings”), and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, except for any consent, approval, qualification or authorization the failure to obtain which, and for any filing or registration the failure to make which, has not had and is not reasonably likely to have a Pinnacle Material Adverse Effect.
(c) Except as set forth in Section 5.6(c) of the Pinnacle Disclosure Schedule, this Agreement, the Merger and the transactions contemplated hereby do not, and will not, upon consummation of such transactions in accordance with their terms, result in any “change of control” or similar event or circumstance under (i) the terms of any Pinnacle Material Contract or (ii) any contract or plan under which any employees, officers or directors of Pinnacle or any of its Subsidiaries are entitled to payments or benefits, which, in the case of either clause (i) or (ii), gives rise to rights or benefits not otherwise available absent such change of control or similar event and requires either a cash payment or an accounting charge in accordance with U.S. generally accepted accounting principles, or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerPinnacle Permit.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption Company of this Agreement nor the consummation by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation Company of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of the Company; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub the Company or any of its Subsidiaries under any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, Company Permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer the Company or Buyer Sub any of its Subsidiaries is a party party, or by which it the Company or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge as would not have or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (i) the filings provided for in Article 1 and (ii) filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx Xxchange Act, the Securities Act or applicable state securities and "Blue Sky" laws and applicable foreign competition or antitrust laws ((i) and (ii) collectively, the "Regulatory Filings"), except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions thatreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Other than as contemplated by Section 3.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of the Company's material contracts or leases or for the Company to consummate the transactions contemplated hereby, except where the failure to receive such consents or other certificates would not have or reasonably be expected to have have, individually or in the aggregate, a material adverse effect on BuyerCompany Material Adverse Effect.
(d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in any payment from the Company or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of the Company or any of its Subsidiaries under any Company Plan (as defined in Section 3.11) or otherwise; (ii) increase any benefits otherwise payable under any Company Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of the Buyer Disclosure Schedule The execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption delivery of this Agreement by the Required Seller Vote Company does not and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreementwill not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement by Buyer and Buyer Sub do not and hereby will not (i) conflict with, with or result in a breach or violation of any provision of the articles of incorporation or bylaws of the Company or any of its Subsidiaries; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling creation of any Governmental Authority applicable to Buyer or Buyer Sub Lien upon any of the properties of the Company or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be boundCompany Material Contract; or (Diii) any ordersubject to the filings and other matters referred to in Section 3.6(b) and obtaining the Company Stockholder Approval, judgmentcontravene or conflict with, writ, injunction or decree constitute a violation of any courtprovision of, arbitration panel or trigger any liability or obligation under, any Applicable Law, Order or Company Permit binding upon or applicable to the Company or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, other than, in the case of clauses (ii) result in the creation and (iii), any such violations, conflicts, breaches, defaults, terminations, cancellations, liabilities, obligations, Liens, or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances contraventions that, individually or in the aggregate, would have not had and are not reasonably likely to have a material adverse effect on Buyer; Company Material Adverse Effect.
(b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Merger and the other transactions contemplated hereby will require the Company or any of its Subsidiaries to obtain any consent, approval, authorization, order or declaration of, provide any notification to, or make any filing or registration with, any Governmental Entity, other than (i) filings and any approval required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (ii) the filing with and, to the extent required, the declaration of effectiveness by, the SEC of (A) the Joint Proxy Statement Prospectus pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (B) reports required under the Exchange Act, (iii) such notifications to the NYSE Amex (the “Amex”) as may be required by the rules of the Amex, (iv) the filing of the Articles of Merger with the Department of State of the State of Florida, (v) to the extent required, notice to and the approval of the Florida Public Service Commission (the “FPSC”) (the “Company FPSC Approval”), and (vi) such filings and approvals as are set forth in Section 3.6(b) of the Company Disclosure Schedule in connection with the transfer of the Company’s (or any of its Subsidiary’s) municipal franchises, except for any consent, approval, authorization, order or declaration as to which the failure to obtain, and for any notification, filing or registration as to which the failure to make, has not had and is not reasonably likely to have a Company Material Adverse Effect. Consents, approvals, authorizations, orders, declarations, notifications, filings and registrations required under or in relation to any of the foregoing clauses (i) through (vi) are hereinafter referred to as “Company Consents.”
(c) This Agreement, the Merger and the transactions contemplated hereby do not, and will not, upon consummation of such transactions, result in any “change of control” or similar triggering event under any (i) Company Material Contract, (ii) Company Benefit Plan, which, in the case of either clause (i) or (ii), gives rise to rights or benefits not otherwise available absent such change of control or similar triggering event and requires either a cash payment or an accounting charge in accordance with U.S. generally accepted accounting principles (“GAAP”), or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerCompany Permit.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance of this AgreementAgreement and any Transaction Agreement to which any Acquiror Party is a party by such Acquiror Party and, and upon receipt of approval of the Acquiror Stockholder Matters by the Acquiror Stockholders, the consummation of the transactions contemplated hereby or by this Agreement by Buyer and Buyer Sub any Transaction Agreement, do not and will not (ia) conflict with, with or result in a violation violate any provision of, or result in the breach of the Acquiror Organizational Documents or any organizational documents of any Subsidiaries of Acquiror (including Merger Sub), (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to Acquiror, any Subsidiaries of Acquiror (including Merger Sub) or any of their respective properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or which an event which, with notice or lapse of time time, or both, would result in constitute a default) under, any provision or result in the termination or acceleration of: (A) any Federal, state or local lawa right of termination, regulationcancellation, ordinancemodification, orderacceleration or amendment under, rule accelerate the performance required by, or administrative ruling result in the acceleration or trigger of any Governmental Authority applicable payment, posting of collateral (or right to Buyer require the posting of collateral), time of payment, vesting or Buyer Sub increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which Acquiror or any Subsidiaries of its or their properties; Acquiror (Bincluding Merger Sub) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it any of their respective assets or their properties or assets may be bound; bound or affected, or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (iid) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance Lien upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiariesproperties or assets of Acquiror or any Subsidiaries of Acquiror (including Merger Sub), other than except (in the case of clauses (b), (c) or (d) above) for such violations, conflicts, breaches, defaults, terminations, accelerations, amendments, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, modifications which would not reasonably be expected to have a material adverse effect on Buyerconstitute an Acquiror Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (GigCapital4, Inc.)
No Conflict. Except as disclosed Neither the Company nor any of its Subsidiaries is in Section 4.01(e) violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document. Neither the Buyer Disclosure Schedule and subject to the receipt Company nor any of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement its Subsidiaries is in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, or result in a violation of, or result in the breach of or a in default (or which and no event has occurred which, with notice or lapse of time or both, would result in constitute a default) under, under any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer instrument or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument contract to which Buyer or Buyer Sub it is a party or by which it or their properties any of its Property is bound, or assets may be bound; or (D) any order, judgment, writ, injunction or decree in violation of any court, arbitration panel or provision of any Governmental Authority Requirement applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer Company or any of the Buyer its Subsidiaries, other than such violations, cancellations, modifications, revocations except for any violation or suspensions that, individually default that has not had or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerMaterial Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) filing of and performance of its obligations under the Certificate of Designation and (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Stock and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation of any provisions of the Company's or any of its Subsidiary's Certificate of Incorporation, Bylaws or any other governing document or in a default under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the Company or any of its Subsidiaries or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Company or of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities or other Persons to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise).
Appears in 1 contract
Samples: Securities Purchase Agreement (Tag Entertainment Corp)
No Conflict. Except None of the execution, delivery or performance by Parent or Merger Sub of this Agreement or any other Related Agreements to which it is or is to be a party, the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby or the compliance by Parent or Merger Sub with any of the provisions hereof or thereof do or will: (i) violate or conflict with any provision of its certificate of incorporation or bylaws or other comparable organizational documents; (ii) violate or conflict with any provision of the certificate of incorporation or bylaws or other comparable organizational documents of any of Parent’s Subsidiaries (other than Merger Sub); (iii) except as disclosed set forth in Section 4.01(e) 5.4 of the Buyer Disclosure Parent Schedule and subject to obtaining the receipt Consents set forth in Section 5.5 of the required approvals of Regulatory Authorities and Governmental AuthoritiesParent Schedule, the expiration of applicable regulatory waiting periodsviolate, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not (i) conflict with, or result in a violation of, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would result in become a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation termination of, or acceleration of any security interest, mortgage, option, claim, lien, charge accelerate the performance required by or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Buyer; or (iii) violate modification to the terms or conditions of, or result in the cancellationa right of termination, modification, revocation acceleration or suspension ofmodification under, any material license, approval, certificate, permit or authorization held by Buyer Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their properties or assets may be bound; (iv) assuming compliance with the Buyer matters referred to in Section 5.5 of the Parent Schedule and, in the case of the consummation of the Share Issuance and the Charter Amendment, subject to obtaining the Parent Shareholder Approval, and the other approvals referenced in Section 5.3, as applicable, violate or conflict with any Applicable Law or Decree applicable to Parent or any of its Subsidiaries or by which any of their properties or assets are bound; or (v) result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, other than except in the case of each of clauses (ii), (iii), (iv) and (v) above, for such violations, cancellationsconflicts, modificationsbreaches, revocations defaults, terminations, accelerations or suspensions that, individually or in the aggregate, Liens that would not reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Perini Corp)
No Conflict. Except as disclosed in Section 4.01(e) of the Buyer Disclosure Schedule and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the The execution, delivery and performance by the ----------- Company of this Agreementeach of the Transaction Documents to which it is a party, the issuance, authentication, sale and delivery of the Notes and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not the Transaction Documents (i) will not conflict with, with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the breach of creation or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any Federal, state or local law, regulation, ordinance, order, rule or administrative ruling imposition of any Governmental Authority applicable to Buyer lien, charge or Buyer Sub encumbrance upon any property or assets of the Company or any of its or their properties; subsidiaries (Bother than as provided by the Indenture) the certificates of incorporation or bylaws of Buyer or Buyer Sub; (C) pursuant to, any material agreementindenture, indenture mortgage, deed of trust, loan agreement or other material agreement or instrument to which Buyer the Company or Buyer Sub any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets may be boundassets; except where such conflict, breach, violation, default or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiarieswould not, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually singularly or in the aggregate, would not have a material adverse effect on Buyer; Material Adverse Effect and (ii) no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance, authentication, sale and delivery of the Notes and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, filings, registrations or qualifications (i) which shall have been obtained or made prior to the Closing Date, (ii) as may be required to be obtained or made under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws as provided in the Registration Rights Agreement, (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would failure to obtain could not reasonably be expected to have a Material Adverse Effect or (iv) which are otherwise not material adverse effect on Buyerin the context of the sale of the Notes.
Appears in 1 contract
Samples: Securities Purchase Agreement (Telecorp Tritel Holding Co)
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities delivery by Parent and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote, the adoption Sub of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; (ii) violate, or conflict with, or result in a violation breach of any provision of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub Parent or any of its Subsidiaries under, any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer Parent or Buyer Sub any of its Subsidiaries is a party party, or by which it Parent or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to Parent or any Governmental Authority applicable to Buyer or Buyer Sub; of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Neither the execution and delivery by Parent or Merger Sub of this Agreement nor the consummation by Parent or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than the Filings, except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.
Appears in 1 contract
No Conflict. Except as disclosed in Section 4.01(e(a) of Neither the Buyer Disclosure Schedule execution and subject to the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods, the approval of the issuance of the Buyer Shares under this Agreement in connection with the Merger delivery by the Required Buyer Vote, the adoption PGS of this Agreement by the Required Seller Vote and required filings under Federal and state securities laws, the execution, delivery and performance of this Agreement, and nor the consummation by PGS of the transactions contemplated by this Agreement by Buyer and Buyer Sub do not and will not hereby in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the articles of association of PGS or the certificate of incorporation or bylaws or similar organizational documents of any Subsidiary of PGS; (ii) violate, or conflict with, or result in a violation breach of any of the terms or provisions of, or result in the breach of or constitute a default (or which an event which, with notice or lapse of time or both, would result in constitute a default) under, any provision or result in the termination or in a right of termination or cancellation of: (A) any Federal, state or local lawgive rise to a right of purchase under, regulationor accelerate the performance required by, ordinance, order, rule or administrative ruling result in the creation of any Governmental Authority applicable Lien upon any of the properties of PGS or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or Buyer Sub PGS or any of its Subsidiaries, under any of the terms, conditions or their properties; (B) the certificates provisions of, any note, bond, mortgage, indenture, deed of incorporation or bylaws of Buyer or Buyer Sub; (C) any material trust, license, franchise, permit, lease, contract, agreement, indenture joint venture or other instrument or obligation to which Buyer PGS or Buyer Sub any of its Subsidiaries is a party party, or by which it PGS or any of its Subsidiaries or any of their properties is bound or assets may be boundaffected; or (Diii) subject to the filings and other matters referred to in Section 7.6(b), contravene or conflict with or constitute a violation of any orderprovision of any law, rule, regulation, judgment, writ, injunction order or decree of any court, arbitration panel binding upon or applicable to PGS or any Governmental Authority applicable to Buyer of its Subsidiaries or Buyer Sub; any of the properties of PGS or any of its Subsidiaries, except, in the case of matters described in clause (ii) result in the creation or acceleration of any security interest(iii), mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances thatas would not have, individually or in the aggregate, a PGS Material Adverse Effect.
(b) Neither the execution and delivery by PGS of this Agreement nor the consummation by PGS of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval, qualification or authorization of, or filing or registration with, any court or governmental or regulatory authority, other than Regulatory Filings, except for any consent, approval, qualification or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Buyer; PGS Material Adverse Effect.
(c) Neither PGS nor any of its Subsidiaries is in violation of its articles of association or (iii) violate the terms similar organizational documents or conditions of, or result in default in the cancellationperformance or observance of any of the terms, modification, revocation conditions or suspension provisions of, any material licensenote, approvalbond, certificatemortgage, permit indenture or authorization held by Buyer other instrument or agreement (including capital leases) evidencing indebtedness of PGS or any of the Buyer its Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer.
Appears in 1 contract