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Common use of No Conflict Clause in Contracts

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

Appears in 6 contracts

Samples: Purchase Agreement (Premier Laser Systems Inc), Purchase Agreement (Premier Laser Systems Inc), Purchase Agreement (Premier Laser Systems Inc)

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier the Borrower, the compliance by the Borrower with all the provisions hereof and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby (a) will not require any consent, approval, authorisation or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the securities or Blue Sky laws of the various states of the United States or any securities laws of any jurisdiction other than Russia, Luxembourg, the United Kingdom and thereby. Neither the execution Federal law of the United States) except for such consents, approvals, authorisations or other orders as have been obtained and delivery of this Purchase Agreement which are in full force and effect or as may only be obtained after the Registration Rights Agreement by Premier nor the consummation by Premier closing of the transactions contemplated hereby or thereby, nor compliance by Premier (b) will not conflict with or constitute a breach of any of the terms or provisions hereof of, or thereof (i) conflicts with or results in any breach a default under, the charter of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Borrower or any of its the Borrower’s Significant Subsidiaries that holds a Material Mobile Licence, (c) will not conflict with or to constitute a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision breach of any agreement, contract indenture or other instrument binding on Premier to which the Borrower or any of its the Significant Subsidiaries is a party or by which the Borrower, any of the Significant Subsidiaries or their respective property or assets is bound, and (d) will not violate or conflict with any licenselaws, franchiseadministrative regulations or rulings or court decrees applicable to the Borrower, permit or other similar authorization held by Premier or any of its Subsidiariesthe Significant Subsidiaries or their respective property, except, except in the case of clauses (iic) and (iiid), for any such contravention, conflict, violation, default, termination, cancellation, acceleration breach or loss that violation which would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

Appears in 5 contracts

Samples: Loan Agreement (Open Joint Stock Co Vimpel Communications), Loan Agreement (Open Joint Stock Co Vimpel Communications), Loan Agreement (Open Joint Stock Co Vimpel Communications)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier such Shareholder, nor the consummation performance by Premier such Shareholder of the transactions contemplated hereby or therebyits obligations hereunder will, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with require any consent, approval, authorization or results in permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws or as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder) with, or notification to, any breach of the Articles of Incorporation or bylaws of Premiergovernmental entity, (ii) contravenesif such Shareholder is an entity, conflicts with or would constitute result in a violation of of, or default under, or conflict with any provision of any lawits certificate of incorporation, regulationbylaws, judgmentpartnership agreement, injunctionlimited liability company agreement or similar organizational documents, order or decree binding upon Premier, or (iii) constitutes result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or gives give rise to any right of termination, cancellation cancellation, or acceleration acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to such Shareholder or such Shareholder’s Subject Shares, or result in the creation of any right a security interest, lien, charge, encumbrance, equity or obligation of Premier or claim with respect to any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariessuch Shareholder’s Subject Shares, except, in the case of clauses (ii) and clause (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any Person other than a material adverse effect on Premier governmental entity, except, in the case of clause (iv), as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to such Shareholder or such Shareholder’s Subject Shares. If such Shareholder is a married individual and such Shareholder’s Subject Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of such Shareholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such spouse in accordance with its Subsidiaries taken terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a wholeproceeding in equity or at law).

Appears in 5 contracts

Samples: Voting Agreement (IESI-BFC LTD), Voting Agreement (Westbury Bermuda LTD), Voting Agreement (IESI-BFC LTD)

No Conflict. Other than the filing of a Form 4 Assuming all consents, approvals, ----------- authorizations and an amendment ----------- to Premier's report other actions described in Section 5.7 have been obtained and all filings and notifications listed on Schedule 13D under 5.7 have been made and except ------------ as described on Schedule 5.6, the Exchange Actexecution, delivery and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights ------------ Agreement by Premier Buyer, the execution, delivery and performance by each Subsidiary of the Ancillary Documents to which it is a party, and the consummation by Premier them of the transactions contemplated hereby and therebythereby do not and will not (a) violate or conflict with the Organic Documents of Buyer or any Subsidiary, except for such filings subject to Charter Amendment Approval as it pertains to Buyer's ability to permit the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation full conversion of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyPreferred Shares into Preferred Conversion Shares, nor compliance by Premier with any of the provisions hereof or thereof (ib) conflicts conflict with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierof, or constitute (iiiwith or without the giving of notice or the passage of time or both) constitutes a default under under, or gives give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation cancellation, or acceleration of under, or require any right consent, approval, authorization or waiver of, or notice to, any party to, any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation of Premier to which Buyer or any Subsidiary is a party or by which Buyer or any Subsidiary or any of its Subsidiaries their respective properties may be bound or to a loss any Permit held by Buyer or any Subsidiary, (iii) result in the creation or imposition of any benefit to which Premier Lien upon the properties of Buyer or any of its Subsidiaries is entitled under Subsidiary (other than as provided in the Senior Credit Facility) or (iv) violate any provision of any agreement, contract or other instrument Applicable Law binding on Premier upon Buyer or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeSubsidiary.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Aroc Inc), Purchase and Sale Agreement (Aroc Inc), Purchase and Sale Agreement (Aroc Inc)

No Conflict. Other than (a) Subject to receipt of the filing of a Form 4 consents and an amendment ----------- approvals referred to Premier's report on Schedule 13D under in the Exchange Actfollowing sentence, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery of this Purchase Agreement by the Fund nor the consummation of the Merger or the other transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Partnership Agreement or the Registration Rights Agreement by Premier and the consummation by Premier certificate of formation of the transactions contemplated hereby and therebyFund, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund is subject, (iii) breach any provision of any material contract to which the Fund is a party, except for in the case of the foregoing (ii) or (iii) to the extent such filings the failure of which to be madeconflict or breach would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premierthe Fund or its ability to consummate the Merger or the other transactions contemplated hereby. Except for the approval of the Fund GP (which approval has already been obtained), the Fund is not and its Subsidiaries, taken as a whole, will not be required to obtain any consent or to prevent approval from any person in connection with the execution and delivery of this Agreement or materially delay the consummation of the Merger and the other transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement by the Fund GP nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Fund GP’s organizational documents, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund GP is subject, (iii) breach any provision of any material contract to which the Fund GP is a party, except in the case of the foregoing (ii) or (iii) to the extent such conflict or breach would not, individually or in the aggregate, have a material adverse effect on the Fund GP’s ability to consummate the transactions contemplated hereby. The Fund is not and thereby. Neither will not be required to obtain any consent or approval from any person in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Trinity Capital Inc.), Merger Agreement (Trinity Capital Inc.), Merger Agreement (Trinity Capital Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by the Borrower of this Purchase Agreement or the Registration Rights Agreement by Premier and Loan Documents to which the Borrower is a party, nor the consummation by Premier of the transactions contemplated hereby herein or therein contemplated, nor compliance with the terms and therebyprovisions hereof or thereof by the Borrower will (i) conflict with, except for such filings constitute a default under or result in any breach of (A) the failure terms and conditions of the certificate of incorporation, by-laws or other organizational documents of the Borrower or (B) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to be madewhich it is subject, individually which conflict, default or breach would cause a Material Adverse Change, or (ii) result in the aggregatecreation or enforcement of any Lien upon any property (now or hereafter acquired) of the Borrower (other than the Permitted Liens). (b) Neither the execution and delivery by a Subsidiary Guarantor of a Subsidiary Guaranty to which such Subsidiary Guarantor is a party, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay nor the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of by this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyother Loan Documents, nor compliance by Premier with any of the terms and provisions hereof or thereof by such Subsidiary Guarantor will (i) conflicts with conflict with, constitute a default under or results result in any breach of (A) the Articles terms and conditions of Incorporation the articles of incorporation, by-laws or bylaws other organizational documents of Premiersuch Subsidiary or (B) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which such Subsidiary is a party or by which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (ii) contravenes, conflicts with result in the creation or would constitute a violation enforcement of any provision Lien upon any property (now or hereafter acquired) of any law, regulation, judgment, injunction, order or decree binding upon Premier, or such Subsidiary (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in than the case of clauses (ii) and (iiiPermitted Liens), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

Appears in 4 contracts

Samples: Revolving Credit and Letter of Credit Issuance Agreement (Pitt Des Moines Inc), Revolving Credit and Letter of Credit Issuance Agreement (Rti International Metals Inc), Revolving Credit and Letter of Credit Issuance Agreement (Rmi Titanium Co)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement performance by Premier and the consummation by Premier Loan Parties of the transactions contemplated hereby Loan Documents to which they are parties and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by the Loan Documents do not and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (ia) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order law or decree binding upon Premierany governmental rule, or (iii) constitutes a default under or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Loan Party or any of its Subsidiaries (excluding the Excluded Entities), or to a loss any order, judgment, or decree of any benefit to which Premier court or other agency of government binding on any Loan Party or any of its Subsidiaries is entitled (excluding the Excluded Entities), (b) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision Contractual Obligation of any agreement, contract or other instrument binding on Premier Loan Party or any of its Subsidiaries (other than the Excluded Entities), (c) result in or require the creation or imposition of any license, franchise, permit Lien upon any of the properties or other similar authorization held by Premier assets of any Loan Party or any of its SubsidiariesSubsidiaries (excluding the Excluded Entities) (other than any Liens created under any of the Loan Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in any default, non-compliance, suspension, revocation, impairment, forfeiture, or non-renewal of any permit, license, authorization, or approval applicable to its operations or any of its properties, (e) require any approval of stockholders, members, or partners or any approval or consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders, or (f) violate any provision of any of the Organizational Documents of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except, in the case of the preceding clauses (iia), (b), (d) and (iiie), for any such contraventionviolation, conflict, violationbreach, default, terminationcreation, cancellationimposition, acceleration non-compliance, suspension, revocation, impairment, forfeiture, non-renewal, or loss requirement, in each case, that would could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

Appears in 4 contracts

Samples: Abl Credit Agreement (B. Riley Financial, Inc.), Abl Credit Agreement (Franchise Group, Inc.), Abl Credit Agreement (Franchise Group, Inc.)

No Conflict. Other than (i) All Contracts relating to the filing in-license of a Form 4 material Intellectual Property currently used in the conduct of the Company’s business are in full force and an amendment ----------- to Premier's report on Schedule 13D under effect. Each of the Exchange Act, Company and no filing its Subsidiaries is in material compliance with, and no permit, authorization, consent or approval of, has not materially breached any Governmental Authority is necessary for the execution term of this Purchase Agreement or the Registration Rights Agreement by Premier and the any such Contracts. (ii) The consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or by this Agreement will neither violate nor result in the aggregatebreach, could modification, cancellation, termination, suspension of, or acceleration of any payments with respect to, such Contracts, except, as to any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected material to have a material adverse effect on Premier, the Company and its Subsidiaries, taken as a whole. Following the Closing Date, or the Surviving Corporation will be permitted to prevent or materially delay exercise all of the consummation of Company’s and its Subsidiaries’ rights under such Contracts to the same extent the Company and its Subsidiaries would have been able to had the transactions contemplated hereby by this Agreement not occurred and thereby. Neither without the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation payment of any provision of any lawadditional amounts or consideration other than ongoing fees, regulation, judgment, injunction, order royalties or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier payments which the Company or any of its Subsidiaries would otherwise be required to pay. Neither this Agreement nor the transactions contemplated by this Agreement will result in, with respect to each of the Company’s and its Subsidiaries’ Contracts which is among the Company’s and its Subsidiaries’ top fifty (50) Contracts, based upon revenue generated for the twelve (12) month period ended on September 30, 2007, or to a loss the Knowledge of the Company with respect to any benefit other Contracts to which Premier the Company or any of its Subsidiaries is entitled under are currently a party, will result in (A) Parent granting to any provision of third party any agreementright to or with respect to any material Intellectual Property right owned by, contract or licensed to, Parent, (B) Surviving Corporation granting to any third party any right to or with respect to any material Intellectual Property right owned by, or licensed to, Surviving Corporation that were not licensed or exercisable by such third party prior to the Closing, (C) Parent being bound by, or subject to, any non-compete or other instrument binding material restriction on Premier the operation or any scope of its Subsidiaries business, (D) Surviving Corporation being bound by, or subject to, any license, franchise, permit non-compete or other similar authorization held by Premier material restriction on the operation or any scope of its Subsidiariesbusiness to which the Company was not subject prior to the Closing, exceptor (E) Parent or Surviving Corporation being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Parent or Company, in respectively, prior to the case of clauses (ii) and Closing. (iii) The representations and warranties set forth in Section 2.7(j)(ii) are true and correct (after giving effect to the Second Merger), except for such failure to be true and correct with respect to any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that individual Contract which would not have reasonably be expected to result in a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)

No Conflict. Other than Subject to obtaining the filing HSR Approval (if required) and the approval of a Form 4 the Bankruptcy Court and an amendment ----------- to Premier's report on Schedule 13D the State of New Jersey under the Exchange ActIndustrial Site Recovery Act (if required), and no filing withassuming that all consents, approvals, authorizations and other actions described in Section 3.03 have been obtained, all filings and notifications listed in Section 3.03 of the Sellers’ Disclosure Schedule have been made, and no permitany applicable waiting period has expired or been terminated, authorizationand except as may result from any facts or circumstances relating solely to the Purchaser, consent or approval ofthe execution, any Governmental Authority is necessary for the execution delivery and performance of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation Ancillary Agreements by Premier of the transactions contemplated hereby Sellers and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated Transactions hereby and thereby. Neither the execution thereby do not and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier will not, except as set forth in Section 3.02 of the transactions contemplated hereby Sellers’ Disclosure Schedule: (a) violate, conflict with or therebyresult in the breach of the certificate of incorporation, nor compliance by Premier with articles of incorporation, bylaws, certificate of formation, operating agreement, limited liability company agreement or similar formation or organizational documents of any of the provisions hereof or thereof Sellers; (ib) conflicts conflict with or results violate any Law or Order applicable to any of the Sellers or any of the Purchased Assets or Assumed Liabilities; (c) violate, conflict with, result in any breach of the Articles of Incorporation or bylaws of Premierof, (ii) contravenes, conflicts with or would constitute a violation default (or event which with the giving of any provision notice or lapse of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth, would become a default) constitutes a default under under, or gives rise to require any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled consent under any provision of any note, bond, mortgage or indenture, Contract, agreement, contract lease, sublease, license, permit, franchise or other instrument binding on Premier or arrangement to which any of its Subsidiaries the Sellers is a party, or result in the creation of any license, franchise, permit or Lien (other similar authorization held by Premier or than Permitted Liens) on any of its Subsidiariesthe Purchased Assets, except to the extent that any such rights and such Liens are not enforceable (before or after consummation of the Transactions) due to operation of the Bankruptcy Code and except, in the case of clauses (iib) and (iiic), for any such contravention, conflict, violation, default, termination, cancellation, acceleration breach or loss default that would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Lenox Group Inc), Asset Purchase Agreement (Lenox Group Inc), Asset Purchase Agreement (Lenox Group Inc)

No Conflict. Other than (a) None of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActSellers is in default under, and no filing withthe execution, delivery and no permit, authorization, consent or approval of, performance by any Governmental Authority is necessary for the execution Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and each other Transaction Document to which it is a party and the consummation by Premier of the transactions contemplated hereby and therebythereby do not and will not conflict with or result in any, violation of or default under any provision of (i) any Organizational Documents of such Seller, (ii) any Legal Requirement or any Order or (iii) any Contract to which any Seller is a party or by which it or any of the Purchased Assets is bound, except for such filings the failure of which to be made, individually or in the aggregatecase of this clause (iii) where any such conflict, violation or default has not had and could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premierthe Purchased Assets. The execution, delivery and its Subsidiaries, taken as a whole, or to prevent or materially delay performance of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. Neither thereby will not result in any such violation or be in conflict with or constitute, with or without the execution and delivery passage of this Purchase Agreement time or giving of notice, a default under any such provision or an event which results in the Registration Rights Agreement by Premier nor the consummation by Premier creation of the transactions contemplated hereby or thereby, nor compliance by Premier with any Encumbrance upon any of the provisions hereof or thereof Purchased Assets (iexcept an Encumbrance created in favor of a Seller by a Transaction Document) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries Seller or to a loss of any benefit to which Premier or any of its Subsidiaries Seller is entitled under any provision of any agreementContract binding upon any Seller or any of the Purchased Assets, contract except as provided under the Transaction Documents. (b) Except as set forth in Section 3.3(b) of the Disclosure Schedule, none of the Sellers is or other instrument binding on Premier will be required to give any notice to or make any filing with or obtain any Consent under any Contract to which it is a party or by which it, any of its Assets or any of its Subsidiaries employees or any licenseindependent contractors is bound in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in except where the case of clauses (ii) failure to do so has not had and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier or any of its Subsidiaries taken as a wholethe Purchased Assets.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Essent Group Ltd.), Asset Purchase Agreement (Essent Group Ltd.), Asset Purchase Agreement (Triad Guaranty Inc)

No Conflict. Other than The execution and delivery of the filing Separation Agreements required to be listed in Section 3.21(a) of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActParent Disclosure Letter by Parent does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement such Separation Agreements by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Parent and its Subsidiaries, taken as a whole, or to prevent or materially delay Subsidiaries and the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement thereby by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Parent will not: (i) conflicts conflict with or results in violate the Parent Charter Documents or the Subsidiary Charter Documents of any breach Subsidiary of the Articles of Incorporation or bylaws of PremierParent, (ii) contravenes, conflicts conflict with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise material Legal Requirement applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Parent or any of its Subsidiaries or to a loss of any benefit to by which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Parent or any of its Subsidiaries or any licenseof their respective material properties is bound or affected, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii)) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, for or materially impair the rights of Parent or its Subsidiaries (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) or materially alter the rights or obligations of any such contraventionthird party under, conflict, violation, default, or give to others any rights of termination, cancellationamendment, acceleration or loss that would not have cancellation of, or result in the creation of a material adverse effect Lien on Premier any of the material properties or assets of Parent or any of its Subsidiaries taken (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) pursuant to, any Parent Contract, except as would not reasonably be expected to be material to Parent. Section 3.21(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of the Contracts of Parent or any of its Subsidiaries required to be obtained in connection with the consummation of the transactions contemplated by the Separation Agreements, which, if individually or in the aggregate are not obtained, would result in a wholematerial loss of benefits to the Surviving Corporation in the Parent Merger (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) or would prevent or materially impair the consummation of the transactions contemplated by the Parent Merger or the Separation Agreements.

Appears in 3 contracts

Samples: Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)

No Conflict. Other than Subject to the filing entry of a Form 4 the Court Orders and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexpiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and no filing with3020(e), as applicable, the distribution of the Rights, the sale, issuance and no permit, authorization, consent or approval of, any Governmental Authority is necessary for delivery of the execution Shares upon exercise of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation of the Rights Offering by Premier the Company and the execution and delivery (or, with respect to the Amended Plan, the filing) by the Company of this Agreement and the Amended Plan and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated hereby herein and therebytherein (including compliance by the Investor with its obligations hereunder and thereunder) (i) 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, except for to the extent provided in or contemplated by the Amended Plan, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which 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, (ii) will not result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company included in the Amended Plan and as applicable to the Company from and after the Effective Date and (iii) will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, 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 filings the failure of which case described in subclause (i) or (iii) as will not have or could not reasonably be expected to be madehave, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Material Adverse Effect and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with except in any of the provisions hereof or thereof such case described in subclause (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any (w) the registration under the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”) of resales of the Shares following exercise of Rights, (x) the approval by the Bankruptcy Court of the Company’s authority to enter into and implement this Agreement, (y) filings with respect to and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Act (the “HSR Act”) relating to the placement of Shares with the Investor and (z) such contraventionconsents, conflictapprovals, violationauthorizations, default, termination, cancellation, acceleration registrations or loss that would not have a material adverse effect on Premier qualifications as may be required under state securities or any Blue Sky laws in connection with the purchase of its Subsidiaries taken as a wholethe Shares by the Investor.

Appears in 3 contracts

Samples: Equity Commitment Agreement (Owens Corning), Equity Commitment Agreement (Owens Corning), Equity Commitment Agreement (Owens Corning)

No Conflict. Other than Subject to the filing receipt of a Form 4 the Consents described in Section 6.05 and an amendment ----------- to Premier's report on Schedule 13D under assuming the Exchange Actaccuracy of the representations and warranties of Starwood and Vistana set forth in Article IV and Article V, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by each of ILG and Merger Sub of this Purchase Agreement and the Transaction Documents to which it is or will be a party at the Registration Rights Agreement by Premier Effective Time and the consummation by Premier ILG and Merger Sub of the transactions contemplated hereby and therebythereby (for the avoidance of doubt, except for such filings including performance of the failure Transaction Documents following the Closing by ILG and the ILG Subsidiaries including the Vistana Entities) do not and will not, as of which to be madethe Effective Time, individually (a) violate any provision of, or result in the aggregatematerial breach of, could not reasonably be expected any Law applicable to have a material adverse effect on Premier, ILG and its Subsidiaries, taken as a whole, the ILG Subsidiaries or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with which any of the provisions hereof or thereof its assets is bound; (ib) conflicts conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of the Organizational Documents of ILG, Merger Sub and the ILG Subsidiaries; or (c) violate any law, regulation, judgment, injunction, order provision of or decree binding upon Premierresult in a breach of, or (iii) constitutes require a default under consent under, or gives rise to any right of terminate or result in the termination, cancellation creation, modification or acceleration of any right obligation under, or obligation of Premier result in the loss, reduction or any of its Subsidiaries or to a loss delay of any benefit or payment obligation under, or give rise to any increased, additional or accelerated rights of any other party under, or create any restriction on the conduct of the businesses of ILG and the ILG Subsidiaries pursuant to (i) any ILG Material Contract or (ii) any Contract involving, related to or affecting the grant of any right in any material Intellectual Property pursuant to which Premier or any of its ILG and the ILG Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesconduct their respective businesses, except, in the case of clauses (iia) and (iiic)(i), for any such contraventionas would not, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholean ILG Material Adverse Effect.

Appears in 3 contracts

Samples: Merger Agreement, Agreement and Plan of Merger (Vistana Signature Experiences, Inc.), Merger Agreement (Starwood Hotel & Resorts Worldwide, Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement and the Ancillary Agreements to which the Company or any of the Registration Rights Agreement by Premier Stockholders is a party, and the consummation by Premier the Stockholders and the Company of the transactions contemplated hereby and therebythereby do not and will not, with or without the giving of notice or the lapse of time, or both, (w) violate any provision of law, rule or regulation to which the Company is subject, (x) violate any order, judgment, or decree applicable to the Company, (y) violate any provision of the certificate of incorporation, bylaws or other governance documents of the Company or (z) except as disclosed on Schedule 5.3 of the Disclosure Schedules, violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the cancellation, termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any assets or property, whether tangible or intangible, or give to others any interests or rights therein under, any governmental or other permits, registrations, certificates, certifications, exemptions, licenses, approvals or authorizations or any indenture, deed of trust, mortgage, loan or credit agreement, contract, lease, or other agreement, instrument or commitment to which the Company is a party or by which the Company may be bound or affected, except for any such filings the failure of which to be madeviolations, individually breaches, defaults, required consents, terminations, accelerations, Encumbrances or rights that in the aggregate, could aggregate would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, (i) materially hinder or to prevent or materially delay impair the consummation ability of the transactions contemplated hereby and thereby. Neither Company or the execution and delivery of Stockholders to perform their obligations under this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of Ancillary Agreements or to consummate the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof thereby or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation be material to the business of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompany.

Appears in 2 contracts

Samples: Stock Purchase Agreement (TEKMIRA PHARMACEUTICALS Corp), Stock Purchase Agreement (TEKMIRA PHARMACEUTICALS Corp)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D 4.3(a) (collectively, the “Seller Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of such Seller in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by such Seller or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, materially impede or to prevent or materially delay the consummation Closing or the ability of such Seller to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a party as of the Closing, (ii) those that may be required because of Buyer’s participation in the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (iii) those customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 4.3(b) and assuming receipt of the Seller Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any such Seller and the performance by such Seller of the provisions hereof or thereof its obligations hereunder and thereunder, will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of Premiersuch Seller, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under constitute or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, any contract, mortgage, lease, agreement, deed of trust, indenture or any other instrument to which such Seller is a party or by which such Seller or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which such Seller is subject or (iv) the creation or imposition of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementLien, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthan Permitted Liens, except, in the case of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any individually or in the aggregate, reasonably be expected to materially impede or delay the Closing or the ability of such contravention, conflict, violation, default, termination, cancellation, acceleration Seller to fulfill its obligations hereunder or loss that would not have under the other Transaction Documents to which it is or will be a material adverse effect on Premier or any party as of its Subsidiaries taken as a wholethe Closing.

Appears in 2 contracts

Samples: Membership Interest Purchase and Sale Agreement, Membership Interest Purchase and Sale Agreement (Laredo Petroleum, Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (i) Except as set forth on Schedule 13D under the Exchange Act4.1(c)(i), and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution none of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by such Seller of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier of the transactions contemplated hereby or thereby, nor or the compliance by Premier such Seller with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach of the Articles of Incorporation or bylaws of Premierviolation of, its Organizational Documents, (ii) contravenesconflict with, conflicts with or would constitute a result in any violation of of, any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, Law or (iii) constitutes a conflict with, or result in any violation of or default under under, or gives give rise to any a right of terminationtermination or cancellation under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Contract to which Premier such Seller or any of its Subsidiaries is entitled under any provision of any agreement, contract a party or other instrument binding on Premier by which such Seller or any of its Subsidiaries properties or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses (ii) and (iii), for such conflicts, violations, defaults, terminations or cancellations as would not, individually or in the aggregate, result in a Material Adverse Effect or would reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of such Seller to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (ii) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to any Governmental Entity is required on the part of such contraventionSeller in connection with the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which it is a party or the consummation by such Seller of the transactions contemplated hereby or thereby, conflictexcept for such consents, violationwaivers, defaultapprovals, terminationorders, cancellationPermits, acceleration declarations, filings or loss that notifications, the failure of which to make or obtain, would not have not, individually or in the aggregate, prevent or materially delay the ability of such Seller to enter into and perform (in all material respects) its obligations under this Agreement or the Transaction Documents to which it is a material adverse effect on Premier party or any of its Subsidiaries taken as a wholeconsummate the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Colony Financial, Inc.)

No Conflict. Other than Except as set forth in Section 3.2(c)(iv) of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActFxxxxx Disclosure Schedule, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Fxxxxx and Merger Sub do not, and the consummation by Premier Fxxxxx and Merger Sub of the transactions contemplated hereby and therebycompliance by Fxxxxx and Merger Sub with the provisions of this Agreement will not, except for conflict with, result in any violation or breach of or change of control or default (with or without notice or lapse of time, or both) under, require any consent, waiver or approval under, give rise to any right of termination or cancellation or acceleration of any right or obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Fxxxxx or any of its Subsidiaries or any restriction on the conduct of Fxxxxx’x business or operations under, (A) the Fxxxxx Organizational Documents or the Fxxxxx Subsidiary Organizational Documents, (B) any Contract or Fxxxxx Permit (as defined in Section 3.2(g)(i)) or (C) subject to the governmental filings and other matters referred to in Section 3.2(c)(v), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Fxxxxx or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such filings the conflicts, violations, defaults, rights, losses, restrictions or Liens, or failure of which to be madeobtain consents, waivers or approvals, which, individually or in the aggregate, could would not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, Fxxxxx and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMerger Sub.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Apogent Technologies Inc)

No Conflict. Other than Assuming that the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActConsents described in Section 5.7 are obtained, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by the Debtors and, to the extent relevant, their respective Subsidiaries of this Purchase Agreement or Agreement, the Registration Rights Agreement Plan and the other Transaction Agreements, the compliance by Premier the Debtors and, to the extent relevant, their respective Subsidiaries with all of the provisions hereof and thereof and the consummation by Premier of the transactions contemplated hereby herein and therebytherein (including compliance by each Investor with its obligations hereunder and thereunder) (a) will not conflict with, or result in a breach, modification 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, except for such filings to the failure extent specified in the Attached Plan, in the acceleration of, or the creation or imposition of which any Lien under, or cause any payment or consent to be maderequired under, any Material Contract, (b) will not require any Consent of or notice to any Person under any Material Contract of the Debtors or any of their respective Subsidiaries (c) will not result in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of the Debtors or any of their respective Subsidiaries or the Certificate of Incorporation or Bylaws, (d) will not result in any material violation of any Law or Order applicable to the any Debtor or any of its Subsidiaries or any of its or their properties and (e) will not result in any default under (with or without notice or lapse of time, or both), non-compliance, suspension revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to its operations or any of its properties, except in any such case described in clauses (a) and (b) for any conflict, breach, violation, default, acceleration or Lien which has not, and would not reasonably be expected to, individually or in the aggregate, could not reasonably be expected (i) prohibit, materially delay or materially adversely impact the Debtors’ or any of their respective Subsidiaries’ ability to have perform its respective obligations under, or to consummate the transaction contemplated by, this Agreement, the Plan and the other Transaction Agreements to which it is a material adverse effect on Premier, party and its (ii) adversely impact the ability of the Debtors and the respective Subsidiaries, taken as a whole, to conduct their respective businesses or otherwise result in a material liability to prevent or materially delay the consummation of the transactions contemplated hereby Debtors and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its their respective Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Backstop Conversion Commitment Agreement (Global Geophysical Services Inc), Backstop Conversion Commitment Agreement (Global Geophysical Services Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution ‌ The entering into of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation performance by Premier the Buyer of its obligations hereunder, including without limitation, the issuance of the transactions contemplated hereby and therebyConsideration Shares, except for such filings the failure will not: (a) conflict with or result in a breach of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the terms, conditions or provisions hereof or thereof of: (i) conflicts with or results in any breach the constating documents of the Articles Buyer or any of Incorporation the Buyer Subsidiaries, or bylaws the provisions of Premier, the Buyer Common Shares; (ii) contravenesany Material Contract to which the Buyer or any of the Buyer Subsidiaries is now a party or by which any such party is bound, conflicts with or would constitute a violation of any provision of any lawdefault thereunder, regulation, judgment, injunction, order other than where such conflict or decree binding upon Premier, or breach would not result in a Material Adverse Change to the Buyer; (iii) constitutes any Order; or (iv) any applicable Law; (b) will result in a default under or gives Material Adverse Change to the Buyer; (c) will give rise to any pre-emptive right of termination(which has not been waived or will be waived prior to the Closing), cancellation or acceleration give any person the right, to: (i) trigger or accelerate the maturity or performance of any right or obligation of Premier Material Contract to which the Buyer or any of its the Buyer Subsidiaries is a party or to a loss trigger the payment of any benefit to which Premier monies by any of the Buyer or any of its the Buyer Subsidiaries is entitled under which would not otherwise be payable, other than where such payment would not result in a Material Adverse Change to the Buyer; or (ii) cancel, terminate or modify any provision of any agreement, contract or other instrument binding on Premier Material Contract to which the Buyer or any of its the Buyer Subsidiaries is a party, which cancellation, termination or any license, franchise, permit or other similar authorization held by Premier modification would result in a Material Adverse Change to the Buyer; (d) will require the Buyer or any of its Subsidiariesthe Buyer Subsidiaries to obtain any material consent, exceptlicense, in the case of clauses (ii) and (iii), for certification or approval from any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would third party which has not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholebeen duly obtained.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by Parent and Merger Sub of this Purchase Agreement or Agreement, the Registration Rights Agreement execution and delivery by Premier Parent of the Stock Option Agreements nor the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby or therebythereby 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 Parent or Merger Sub; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under or accelerate the performance required by, or result in the creation of any 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 Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as 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, the execution and delivery by Parent of the Stock Option Agreements nor the consummation by Parent or Merger Sub 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 Regulatory Filings, and listing of the Parent Common Stock to be issued in the Merger and upon exercise of the option granted to the Company pursuant to the applicable Stock Option Agreement under the rules of the NYSE, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that 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 Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Baker Hughes Inc), Merger Agreement (Western Atlas Inc)

No Conflict. Other than This Agreement, the filing of Constituent Documents to which HEP is a Form 4 party and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexecution and delivery hereof and thereof by HEP do not, and no filing with, the fulfillment and no permit, authorization, consent or approval of, any Governmental Authority is necessary for compliance with the execution of this Purchase Agreement or the Registration Rights Agreement by Premier terms and conditions hereof and the consummation by Premier of the transactions contemplated hereby and therebywill not: (a) conflict with or violate any of, or require the consent of any person or entity under, the terms, conditions or provisions of the limited partnership agreement or limited liability company agreement of HEP, the Xxxxxx LLCs or the Subsidiaries; (b) conflict with or violate any provision of, or require any consent, authorization or approval under, any law, statute, ordinance, rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to HEP, the Xxxxxx LLCs or the Subsidiaries, except for such the consents or filings (i) required by the failure Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) or (ii) that have already been received, as set forth in Schedule 3.6(b); and (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 any remedies or any rights of termination or cancellation or the loss of benefits or change in the rights or obligations of any party, or require any consent, authorization or approval under any indenture, mortgage or Lien, or, any contract (written or oral), plan, undertaking, instrument, commitment, agreement, arrangement or other legally binding instrument or contractual obligation (collectively, “Contracts”) or any license, permit, certificate, franchise, consent, approval, registration or authorization (collectively, “Permits”) to which HEP is a party or by which it is bound or to be madewhich any property of HEP is subject, except for those which would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect; (d) conflict with, and its Subsidiariesresult in a breach of, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under (whether with notice or gives rise to the lapse of time or both), or accelerate or permit the acceleration of the performance required by or any right remedies or any rights of termination, termination or cancellation or acceleration the loss of benefits or change in the rights or obligations of any right party, or obligation of Premier require any consent, authorization or approval under any material Contracts or any material Permits to which the Xxxxxx LLCs or the Subsidiaries is a party or by which any of its Subsidiaries them is bound or to a loss which any property of the Xxxxxx LLCs or the Subsidiaries is subject; or (e) result in the creation of any benefit to which Premier Lien on the Interests, the partnership interests of the Subsidiaries, or any of its Subsidiaries is entitled under any provision of any agreementassets, contract rights or other instrument binding on Premier properties of the Xxxxxx LLCs or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its the Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Contribution Agreement, Contribution Agreement (Regency Energy Partners LP)

No Conflict. Other than Assuming that all filings and notifications described in Section 3.4 have been made, the filing of a Form 4 execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation Ancillary Agreements by Premier of the transactions contemplated hereby Seller and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and therebythereby do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws of the Seller, (b) conflict with or violate any Law or Governmental Order applicable to the Seller, any of its Subsidiaries or the Purchased Assets, (c) conflict with, result in any breach or violation of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any Consent under, or give to others any rights of termination, acceleration, amendment or cancellation of, any Contract (including any Real Property Lease) to which the Seller or any of its Subsidiaries is a party (other than any Contract that is agreed to be a Transferred Contract pursuant to clause (C) of the definition of Transferred Contracts), or (d) result in the creation of any Lien on any of the Purchased Assets or the Equity Interests pursuant to a Contract to which the Seller or one of its Subsidiaries is a party, except in the case of clauses (b), (c) and (d), as would not have a Material Adverse Effect. Neither Except for any consents, approvals or notices that are expressly required pursuant to the terms of the Merger Agreement or that would not reasonably be expected to prevent or materially impair or delay the consummation by the Seller of the transactions contemplated by this Agreement and the Ancillary Agreements, no consent or approval of, or notice to, Transform or any other ESL Person, is required to be obtained or provided, as applicable, in connection with the execution and delivery of this Purchase Agreement or any Ancillary Agreement, the Registration Rights Agreement performance by Premier nor the Seller or any of its Subsidiaries of its obligations hereunder or thereunder or the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any . The Seller has made available to the Purchaser a correct and complete copy of the provisions hereof or thereof (i) conflicts with or results Letter Agreement, and the Letter Agreement is in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) full force and effect and constitutes a default under or gives rise to any right of terminationlegal, cancellation or acceleration of any right or valid and binding obligation of Premier or any Seller and, to the Knowledge of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementSeller, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesTransform, except, in the case each case, as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any general application affecting enforcement of its Subsidiaries taken as a wholecreditors’ rights generally.

Appears in 2 contracts

Samples: Equity and Asset Purchase Agreement (Liberty Tax, Inc.), Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Parent and Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby and therebyin 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, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any 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 Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, Parent Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have or reasonably 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 have or reasonably be expected to have, individually or in the aggregate, a Parent 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 Parent's material adverse effect on Premier contracts or leases or for Parent 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, individually or in the aggregate, a Parent 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 Parent or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of Parent or any of its Subsidiaries taken under any Parent Plan (as a wholedefined in Section 4.11) or otherwise; (ii) increase any benefits otherwise payable under any Parent Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 2 contracts

Samples: Merger Agreement (Devon Energy Corp/De), Merger Agreement (Ocean Energy Inc /Tx/)

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Parent and Merger Sub do not, and the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby by this Agreement and therebycompliance by Parent and Merger Sub with the provisions of this Agreement will not, except for such filings 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 right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the failure loss of which to be madea benefit under, individually or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, creation of any Lien in or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with upon any of the provisions hereof properties or thereof other assets of Parent or Merger Sub under (i) conflicts with or results in any breach the certificate of the Articles of Incorporation or incorporation and bylaws of PremierParent or Merger Sub, (ii) contravenes, conflicts with any Contract to which Parent or would constitute Merger Sub is a violation party or any of their respective properties or other assets are subject (including any provision of credit facilities or agreements and any law, regulation, judgment, injunction, order or decree binding upon Premierother indebtedness arrangements), or (iii) constitutes a default under subject to the governmental filings and other matters referred to in the following sentence, any Laws and Orders applicable to Parent or gives rise to any right of termination, cancellation Merger Sub or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract their respective properties or other instrument binding on Premier or any of its Subsidiaries or any licenseassets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of the immediately preceding clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationbreaches, defaultdefaults, consents, rights of termination, cancellation, acceleration modification or loss acceleration, losses or Liens that would not have a material adverse effect on Premier Parent Material Adverse Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of its Subsidiaries taken as this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, except for (x) the filing (1) an amendment to the Schedule 13D of Parent and (2) the Schedule 13E-3 with the SEC, (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other states in which Parent and Merger Sub are qualified to do business, and (z) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made would not have a wholeParent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Synergx Systems Inc), Merger Agreement (Firecom Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 3.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which Inovio Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held Inovio Intellectual Property owned by Premier Inovio or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. Inovio or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of Inovio, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, Inovio will be permitted to exercise all of Inovio's rights or the rights of any of Inovio's Subsidiaries, as the case may be, under such Contracts and all rights with respect to Inovio Intellectual Property under such Contracts to the same extent Inovio or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier Inovio or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) Inovio or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material Inovio Intellectual Property right not already so licensed by Inovio or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Inovio of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Inovio Biomedical Corp), Merger Agreement (Inovio Biomedical Corp)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by PZE of this Purchase Agreement or the Registration Rights Agreement by Premier Stock Option Agreements nor the consummation by Premier PZE of the transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the articles of incorporation or bylaws of PZE; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of PZE or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to PZE or any of its Subsidiaries under, any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which PZE or any of its Subsidiaries is a party, or by which PZE or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier PZE or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a PZE Material Adverse Effect. (b) Neither the execution and delivery by PZE of this Agreement or the Stock Option Agreements nor the consummation by PZE 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 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 and applicable foreign competition or antitrust laws ((i) and (ii) collectively, the "Regulatory Filings"), and listing on the New York Stock Exchange ("NYSE") of PZE Common Stock to be issued upon exercise of the option granted to DVN pursuant to the applicable Stock Option Agreement, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have prevent or materially delay the consummation of the Merger or otherwise prevent PZE from performing its obligations under this Agreement and would not have, individually or in the aggregate, a PZE 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 PZE's material adverse effect on Premier contracts or leases or for PZE to consummate the transactions contemplated hereby, except when the failure to receive such consents or other certificates would not have, individually or in the aggregate, a PZE Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) result in any payment from PZE or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of PZE or any of its Subsidiaries taken under any PZE Plan (as a wholedefined in Section 5.11) or otherwise; (b) materially increase any benefits otherwise payable under any PZE Plan or otherwise; or (c) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pennzenergy Co), Agreement and Plan of Merger (Devon Energy Corp /Ok/)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Parent and Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Parent and Sub of the transactions contemplated hereby and therebyin 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 Sub; (ii) violate, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any 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 the loss of a material benefit to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts subject to the governmental filings and other matters referred to in paragraph (b) of this Section 4.5, contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent or Sub of this Agreement nor the consummation by Parent or 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 Shares to be issued in the Merger on the New York Stock Exchange, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Louis Dreyfus Natural Gas Corp), Merger Agreement (Consolidated Natural Gas Co/Va)

No Conflict. Other than (a) The execution and delivery by Parent, Buyer of this Agreement and the filing of Ancillary Agreements to which it is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing withthe execution and delivery by Acquisition Corporation of this Agreement and the Ancillary Agreements to which it is a party, does not, and no permitthe performance by Parent, authorization, consent or approval of, any Governmental Authority is necessary for the execution Buyer and Acquisition Corporation of this Purchase Agreement or the Registration Rights Agreement by Premier their respective obligations hereunder and the consummation by Premier of the transactions contemplated hereby thereunder and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby hereunder and thereby. Neither thereunder (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate or conflict with the provisions of any of the Organizational Documents of Parent, Buyer or Acquisition Corporation or (ii) violate, breach, conflict with or constitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), impose additional obligations or result in a loss of any rights or except as contemplated by Section 4.3(b), require a Consent or the delivery of notice, under any Contract, Legal Requirement or Permit applicable to Parent, Buyer or Acquisition Corporation or to which Parent, Buyer or Acquisition Corporation is a party or a beneficiary or by which Parent, Buyer or Acquisition Corporation or their respective assets are subject, except in the case of clause (ii) where such violation, conflict, breach, default, event or other item would not materially impair or delay the ability of Parent, Buyer or Acquisition Corporation to perform their respective obligations under this Agreement and the Ancillary Agreements to which each is a party and except in the case of Acquisition Corporation, the Consent of its sole stockholder. (b) Except as otherwise required under the HSR Act, no Permit or Order of, with, or to any Person is required by Buyer or Acquisition Corporation in connection with the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor Ancillary Agreements to which each is a party, the performance of the obligations hereunder and thereunder and the consummation by Premier of the transactions contemplated hereby hereunder or therebythereunder, nor compliance by Premier with any except where the failure to obtain such Permit or Order would not materially impair or delay the ability of Buyer or Acquisition Corporation to perform its obligations under this Agreement and the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Ancillary Agreements to which Premier or any of its Subsidiaries it is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeparty.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Verisk Analytics, Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act(a) The Seller is not in default under, and no filing withthe execution, delivery and no permit, authorization, consent or approval of, any Governmental Authority is necessary for performance by the execution Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and each other Transaction Document to which it is a party and the consummation by Premier of the transactions contemplated hereby and therebythereby do not and will not conflict with or result in any violation of, or default under, any provision of (i) any Organizational Documents of the Seller, the Purchased Subsidiary or any of its Subsidiaries, (ii) any Legal Requirement or any Order or (iii) any Contract to which the Seller, the Purchased Subsidiary or any of its Subsidiaries is a party or by which it, the Purchased Subsidiary or any of its Subsidiaries or any Asset of the Purchased Subsidiary or any of its Subsidiaries is bound, except for such filings the failure of which to be made, individually or in the aggregatecase of this clause (iii) where any such conflict, violation or default has not had and could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, and the Purchased Subsidiary or any of its Subsidiaries, taken as a wholeincluding on the MAC Technology Platform. The execution, or to prevent or materially delay delivery and performance of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. Neither thereby will not result in any such violation or be in conflict with or constitute, with or without the execution and delivery passage of this Purchase Agreement time or giving of notice, a default under any such provision or an event which results in the Registration Rights Agreement by Premier nor the consummation by Premier creation of the transactions contemplated hereby or thereby, nor compliance by Premier with any Encumbrance upon any of the provisions hereof Purchased Shares or thereof (i) conflicts with the assets or results in property of any breach of the Articles Purchased Subsidiary, including the MAC Technology Platform (except an Encumbrance created in favor of Incorporation or bylaws of Premierthe Seller by a Transaction Document), (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier the Seller, the Purchased Subsidiary or any of its Subsidiaries or to a loss of any benefit to which Premier the Seller, the Purchased Subsidiary or any of its Subsidiaries is entitled under any provision of any agreementContract binding upon the Seller, contract or other instrument binding on Premier the Purchased Subsidiary or any of its Subsidiaries or any licenseof their respective Assets, franchiseexcept as provided under the Transaction Documents. (b) Except as set forth in Section 3.4(b) of the Disclosure Schedule, permit or other similar authorization held by Premier or any none of its Subsidiariesthe Seller, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier Purchased Subsidiary or any of its Subsidiaries taken as is or will be required to give any notice to or make any filing with or obtain any Consent under any Contract to which it is a wholeparty or by which it, any of its Assets or any of its employees or independent contractors is bound in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except where the failure to do so has not had and could not reasonably be expected to have a Material Adverse Effect on the Purchased Subsidiary or any of its Subsidiaries or any of their respective material Assets.

Appears in 2 contracts

Samples: Stock Purchase Agreement (NMI Holdings, Inc.), Stock Purchase Agreement (NMI Holdings, Inc.)

No Conflict. Other than Except for (a) entry of the filing of a Form 4 Sale Order, (b) notices, filings and an amendment ----------- to Premier's report on Schedule 13D consents required in connection with the Bankruptcy Case, (c) any applicable notices, filing, consents or approvals under the Exchange Actany applicable antitrust, competition or trade regulation or other Legal Requirements, and (d) items listed on Disclosure Schedule 5.3, no Seller is required to give any notice to, make any filing with, and no permit, authorization, with or obtain any consent or approval of, from any Person (including any Governmental Authority is necessary for Authority) in connection with the execution and delivery of this Purchase Agreement and the other Transaction Documents or the Registration Rights Agreement by Premier and the consummation by Premier or performance of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation any of the transactions contemplated hereby and thereby. Neither When the consents and other actions described in the preceding sentence, including entry of the Sale Order, have been obtained and taken, the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor other Transaction Documents and the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with provided for herein and therein will not result in the breach of any of the terms and provisions hereof of, or thereof constitute a default (with or without notice or lapse of time or both) under, or conflict with, or cause any acceleration of any obligation of any Seller under (i) conflicts with any Material Contract to which any Seller is or results in any breach of the Articles of Incorporation or bylaws of PremierAssets are bound, (ii) contravenesthe certificate of incorporation, conflicts with bylaws or would constitute a violation other governing documents of any provision of any lawSeller, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise any Order applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Seller or any of its Subsidiaries the Assets, (iv) any Legal Requirement or to a loss (v) result in the creation of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding material Encumbrance on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthe Assets, except, in the case of clauses (iiiii) and (iiiiv), for any such contraventionas would not, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Rex Energy Corp)

No Conflict. Other than (a) Neither the filing of a Form 4 execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actperformance by Parent, Delaware Sub and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier any of them of the transactions contemplated hereby and thereby, except for such filings in accordance with the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions terms hereof or thereof will (i) conflicts subject to the approval referred to in Section 4.20, conflict with or results result in a breach of any breach provisions of the Articles of Association of Parent or the Certificate of Incorporation and Bylaws of Delaware Sub or the Certificate of Formation or Limited Liability Company Agreement of Merger Sub or the certificate of incorporation, bylaws or similar governing documents of Premierany of Parent’s Significant Subsidiaries, (ii) contravenesviolate, conflicts or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any 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 Parent or any of its Subsidiaries under 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 which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected or (iii) subject to the filings and other matters referred to in Section 4.6(b), contravene or conflict with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, except for such matters described in the case of clauses clause (ii) and or (iii)) as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution, delivery and performance by Parent, Delaware Sub or 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 authorization of, or filing or registration with, any Governmental Entity, other than the Regulatory Filings and the filing of a listing application with the NYSE pursuant to Section 5.8, except for any such contraventionconsent, conflictapproval or authorization the failure of which to obtain and for any filing or registration the failure of which to make, violationindividually or in the aggregate, default, termination, cancellation, acceleration or loss that would does not and is not reasonably likely to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Pride International Inc), Merger Agreement (Ensco PLC)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the (a) The execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent does not, and the consummation performance of this Agreement by Premier of the transactions contemplated hereby or therebyParent will not, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts conflict with or results in violate the Certificate of Incorporation, Bylaws or equivalent organizational documents of Parent or any breach of the Articles of Incorporation or bylaws of Premierits subsidiaries, (ii) contravenessubject to obtaining the Parent Stockholder Approval and compliance with the requirements set forth in Section 3.5(b) below, conflicts conflict with or would constitute a violation of any provision of violate any law, rule, regulation, judgmentorder, injunction, order judgment or decree binding upon Premierapplicable 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) constitutes result in any breach of or constitute a default under (or gives rise 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 right rights of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of a lien or encumbrance on any right of the properties or obligation assets of Premier Parent or any of its Subsidiaries subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or to a loss of any benefit other instrument or obligation to which Premier Parent or any of its Subsidiaries subsidiaries is entitled under any provision of any agreement, contract a party or other instrument binding on Premier by which Parent or any of its Subsidiaries subsidiaries or any license, franchise, permit or other similar authorization held by Premier its or any of its Subsidiariestheir respective properties are bound or affected. (b) The execution and delivery of this Agreement by Parent do not, exceptand the performance of this Agreement by Parent will not, in require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) for applicable requirements, if any, of the case Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of clauses (ii) the HSR Act and of foreign Governmental Entities and the rules and regulations thereunder, the rules and regulations of Nasdaq, and the filing of the Certificate of Merger as required by the DGCL and (iii)B) where the failure to obtain such consents, for any approvals, authorizations or permits, or to make such contraventionfilings or notifications, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier prevent consummation of the Merger or any of otherwise impair Parent's ability to timely perform its Subsidiaries taken as a wholeobligations under this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sci Systems Inc), Agreement and Plan of Reorganization (Sanmina Corp/De)

No Conflict. Other than the filing of a Form 4 The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution delivery of this Purchase Agreement or Agreement, the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby Note and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby hereunder and thereby. Neither the execution and delivery of this Purchase Agreement thereunder will not violate, conflict with, constitute a default or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebybreach under, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with any laws, rules or results in regulations of any breach governmental, administrative or regulatory authority (including without limitation stock or commodity exchanges, securities associations and other self-regulatory bodies (collectively, "Self-Regulatory Organizations")) (collectively, "Governmental Authorities") that are applicable to the Seller or any of the Articles of Incorporation or bylaws of Premierits Subsidiaries (collectively, "Applicable Laws"), (ii) contravenes, conflicts with any provisions of the certificate of incorporation or would constitute a violation bylaws (or comparable constituent or governing documents) of the Seller or any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierits Subsidiaries, or (iii) constitutes a default under any material agreement, contract, or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit instrument to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Seller or any of its Subsidiaries or any licenseof their assets may be bound or of any judgment, franchiseorder or decree of any Governmental Authority to which Seller may be bound, permit nor will the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Note by the Seller result in the creation of any Lien upon the Shares or other similar authorization held by Premier any material asset or right of the Seller or any of its Subsidiaries, except, in the case of clauses (ii) and clause (iii), for any such contraventionviolations, conflictconflicts, violation, default, termination, cancellation, acceleration defaults or loss breaches that would not not, individually or in the aggregate, have a material adverse effect on Premier (i) the business, operations, affairs, financial condition, assets, property, results of operations or any prospects of the Seller and its Subsidiaries Subsidiaries, taken as a whole, (ii) the ability of the Seller to perform any of its material obligations under this Agreement, the Registration Rights Agreement or the Note or (iii) the validity or enforceability of this Agreement, the Registration Rights Agreement or the Note (each, a "Material Adverse Effect"). No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required for the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Note by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Note Purchase Agreement (Cascade Investment LLC), Note Purchase Agreement (Gabelli Asset Management Inc)

No Conflict. Other than Neither execution and delivery of this Agreement by Parent, Federal or Acquisition Sub, nor the filing performance by Parent, Federal or Acquisition Sub of its obligations hereunder, nor the consummation by Parent, Federal or Acquisition Sub of the transactions contemplated hereby will (a) conflict with or result in a Form 4 and an amendment ----------- violation of any provision of the Certificate of Incorporation or by-laws of Parent, Federal or Acquisition 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 default under, or result in any right to Premier's report on Schedule 13D accelerate or result in the creation of any lien, charge or encumbrance pursuant to, or right of termination under, any provision of any note, mortgage, indenture, lease, instrument or other agreement, Permit, concession, grant, franchise, license, judgment, order, decree, statute, ordinance, rule or regulation to which Parent, Federal, Acquisition Sub or any of Parent’s other Subsidiaries is a party or by which any of them or any of their assets or properties is bound or which is applicable to any of them or any of their assets or properties. Except for filings that may be required under the Exchange HSR Act, and no filing with, and no permit, authorization, consent or approval of, or filing with or notice to, any Governmental Authority Entity is necessary for the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier and Parent, Federal or Acquisition Sub or the consummation by Premier Parent, Federal or Acquisition Sub of the transactions contemplated hereby and therebyhereby, except for such filings the failure of consents, authorizations, filings, approvals and registrations which to be madeif not obtained or made would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby Transaction by Parent, Federal or Acquisition Sub. B3 Financing. Parent has entered into a $350,000,000 term loan and therebya $200,000,000 revolving credit facility to permit Acquisition Sub to consummate the Transaction. Neither the execution A Intellectual Property Agreement B Press Releases C Form of Opinion of Counsel to American Management Systems, Incorporated (Xxxxxx & Xxxxxx LLP) D Form of Opinion of Counsel to American Management Systems, Incorporated (Xxxxxxxx, Xxxxxx & Finger, P.A.) E Forms of Arrow Employee Confidentiality and delivery of this Purchase Agreement or the Registration Intellectual Property Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.Agreement

Appears in 2 contracts

Samples: Asset Purchase Agreement (Caci International Inc /De/), Asset Purchase Agreement (Caci International Inc /De/)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by Santa Xx Xxxxxx of this Purchase Agreement or the Registration Rights Agreement by Premier Stock Option Agreements nor the consummation by Premier Santa Xx Xxxxxx of the transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of Santa Xx Xxxxxx; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Santa Xx Xxxxxx or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Santa Xx Xxxxxx or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Santa Xx Xxxxxx or any of its Subsidiaries is a party, or by which Santa Xx Xxxxxx or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Santa Xx Xxxxxx or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a Santa Xx Xxxxxx Material Adverse Effect. (b) Neither the execution and delivery by Santa Xx Xxxxxx of this Agreement or the Stock Option Agreements nor the consummation by Santa Xx Xxxxxx 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 l and (ii) 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 and applicable foreign competition or antitrust laws ((i) and (ii) collectively, the "Regulatory Filings"), and listing on the New York Stock Exchange ("NYSE") of Santa Xx Xxxxxx Common Stock to be issued upon exercise of the option granted to Devon pursuant to the applicable Stock Option Agreement under the rules of NYSE, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have prevent or materially delay the consummation of the Merger or otherwise prevent Santa Xx Xxxxxx from performing its obligations under this Agreement and would not have, individually or in the aggregate, a Santa Xx Xxxxxx 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 Santa Xx Xxxxxx'x material adverse effect on Premier contracts or leases or for Santa Xx Xxxxxx to consummate the transactions contemplated hereby, except when the failure to receive such consents or other certificates would not have, individually or in the aggregate, a Santa Xx Xxxxxx 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 Santa Xx Xxxxxx or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of Santa Xx Xxxxxx or any of its Subsidiaries taken under any Santa Xx Xxxxxx Plan (as a wholedefined in Section 4.11) or otherwise; (ii) materially increase any benefits otherwise payable under any Santa Xx Xxxxxx Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 2 contracts

Samples: Merger Agreement (Santa Fe Snyder Corp), Merger Agreement (Santa Fe Snyder Corp)

No Conflict. Other than Except for (a) any applicable notices, filing, consents or approvals under any applicable antitrust, competition or trade regulation or other Applicable Laws, including the HSR Act and (b) items listed on Disclosure Schedule 6.03, Buyer is not and will not be required to give any notice to, make any filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, with or obtain any consent or approval of, from any Person (including any Governmental Authority is necessary for Authority) in connection with the execution and delivery of this Purchase Agreement and the other Transaction Documents or the Registration Rights Agreement by Premier and the consummation by Premier or performance of any of the transactions contemplated hereby and thereby, except for such filings the failure of which to be madeas would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and affect Buyer’s ability to perform its Subsidiaries, taken as a whole, obligations under this Agreement or any other Transaction Documents or to prevent or materially delay the consummation of consummate the transactions contemplated hereby and or thereby. Neither When the consents and other actions described in the preceding sentence have been obtained and taken, the execution and delivery of this Purchase Agreement and the other Transaction Documents and the consummation of the transactions provided for herein and therein will not result in the breach or violation of any of the terms and provisions of, or constitute a default (with or without notice or lapse of time or both) under, or conflict with, or cause any acceleration of any obligation of any Buyer under (i) any agreement, indenture, bond, debenture, note, mortgage or other instrument to which it or its assets is bound, (ii) the certificate of incorporation, bylaws or other governing documents of Buyer, (iii) any Order applicable to Buyer or its assets or (iv) any Applicable Law, except as would not, individually or in the aggregate, reasonably be expected to affect Buyer’s ability to perform its obligations under this Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of any other Transaction Documents or to consummate the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Dean Foods Co), Asset Purchase Agreement

No Conflict. Other No authorization or approval or other action by, and no notice to or filing with, any Governmental Entity or other person will be required to be obtained or made by Parent or Merger Sub in connection with the due execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger as contemplated hereby other than the filing (i) compliance with applicable requirements of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, (ii) compliance with the HSR Act, (iii) the filing of the Certificate of Merger in accordance with Delaware Corporate Law, (iv) consents of Parent's lenders in connection with the Merger and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby thereby and thereby, except for such filings (v) where the failure of which to be madeobtain such authorization, approval or action, or to provide such notice to make such filing, individually or in the aggregate, has not resulted and could not reasonably be expected to have result in a material adverse effect on PremierParent Material Adverse Effect. Subject to the foregoing, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent and Merger Sub do not, and the consummation performance of this Agreement by Premier each of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Parent and Merger Sub will not: (ia) conflicts conflict with or results violate any provision of any Parent or Merger Sub charter document; (b) conflict with or violate any foreign or domestic Law applicable to Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is or may be bound or affected, except for any such conflicts or violations which, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Parent Material Adverse Effect; or (c) result in any breach of the Articles of Incorporation or bylaws of Premier, constitute a default (ii) contravenes, conflicts or an event which with or without notice or lapse of time or both, would constitute become a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault) under, or (iii) constitutes a default under or gives rise give to others any right of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of an Encumbrance on any right property or obligation asset of Premier Parent or Merger Sub under any of its Subsidiaries or to a loss of any benefit Contract to which Premier Parent or any of Merger Sub is a party or by which it or its Subsidiaries is entitled under any provision of any agreementassets or properties are or may be bound or affected, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), except for any such contraventionbreaches, conflictdefaults or other occurrences which, violationindividually or in the aggregate, default, termination, cancellation, acceleration or loss that would have not have resulted and could not reasonably be expected to result in a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Wilmar Industries Inc), Merger Agreement (Waxman Industries Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Parent, Sub and Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Parent, Sub and Merger Sub of the transactions contemplated hereby and therebyin accordance with the terms hereof will (i) subject to the approvals referred to in Section 6.20, except for such filings conflict with or result in a breach of any provisions of the failure memorandum of which to be madeassociation or articles of association of Parent or the certificate of incorporation or bylaws of Sub or Merger Sub; (ii) violate, individually or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any 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 Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts subject to the filings and other matters referred to in Section 6.6(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, except for such matters described in the case of clauses clause (ii) and or (iii)) as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent, Sub or Merger Sub of this Agreement nor the consummation by Parent, Sub 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 Regulatory Filings and the filing of a listing application with the NYSE pursuant to Section 7.9(a) and the filing of the resolutions relating to the matters specified in Section 2.1 with the Registrar of Companies of the Cayman Islands, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that would 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 likely to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (R&b Falcon Corp), Merger Agreement (R&b Falcon Corp)

No Conflict. Other than the filing of a Form 4 (a) The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, delivery by Parent and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Parent and Merger Sub of the Merger and the other transactions contemplated hereby and therebyby this Agreement in accordance with the terms hereof will not (i) subject to the receipt of the Parent Shareholder Approval, except for such filings conflict with or result in a violation of any provisions of the failure Parent Articles of which to be madeIncorporation or Parent’s bylaws or the Certificate of Formation or bylaws of the Merger Sub; (ii) violate, individually or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or a termination or acceleration under, or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation creation of any Lien upon any of the transactions contemplated hereby and thereby. Neither the execution and delivery properties or assets of this Purchase Agreement Parent or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyits Subsidiaries under, nor compliance by Premier with any of the provisions hereof of any loan or thereof credit agreement, note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Parent is a party, or by which Parent or any of its properties is bound; or (iiii) conflicts subject to the filings and other matters referred to in Section 6.5(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any lawApplicable Law, regulation, judgment, injunction, order or decree binding upon Premier, except for such matters described in clause (ii) or (iii) constitutes a default under as would not have, or gives rise would not reasonably be expected to any right of terminationhave, cancellation individually or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case aggregate, a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent or Merger Sub of clauses this Agreement and the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby in accordance with the terms hereof will not require any consent, approval, qualification or authorization of, or filing or registration with, any Governmental Authority, other than (i) the HSR Act, (ii) the Securities Act, the Exchange Act or applicable state securities and “Blue Sky” laws, (iii) the filing of a listing application in accordance with Section 7.8 with, or the rules and regulations of, NASDAQ, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Texas and the filing or recordation of other appropriate documents as required by Applicable Law of other states in which Parent is qualified to do business and (iii)v) the Investment Canada Act, except for any such contraventionconsent, conflictapproval, violationqualification or authorization the failure of which to obtain, defaultand for any filing or registration the failure of which to make, terminationindividually or in the aggregate, cancellation, acceleration or loss that would not have, or would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (TGC Industries Inc), Merger Agreement (Dawson Geophysical Co)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except for those set forth on Schedule 13D 3.4(a) (collectively, the “Company Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of any Acquired Company in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by any such Acquired Company or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a be material adverse effect on Premier, and its Subsidiariesto the Acquired Companies, taken as a whole, (ii) those that may be required because of Buyer’s participation in the transactions contemplated by this Agreement and the other Transaction Documents and (iii) those customarily given or to prevent or materially delay obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 3.4(b), and assuming receipt of the Company Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by any Acquired Company, and the consummation of the transactions contemplated hereby hereunder and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebythereunder, nor compliance by Premier with any of the provisions hereof or thereof will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of Premiersuch Acquired Company, (ii) contravenesany breach or violation of or default under, conflicts with or would constitute or give rise to a termination or right of termination of any Material Contract or Real Property Lease, (iii) a violation of or default under any provision of any law, regulation, judgment, injunction, order Law or decree binding upon PremierGovernmental Authorization to which such Acquired Company is subject, or (iiiiv) constitutes a default under the creation or gives rise to any right of termination, cancellation or acceleration imposition of any right or obligation of Premier or any of its Subsidiaries or to Lien (other than a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding Permitted Lien) on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthe Company Assets, except, in the case of each of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any such contraventionindividually or in the aggregate, conflictreasonably be expected to be material to the Acquired Companies, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Membership Interest Purchase and Sale Agreement, Membership Interest Purchase and Sale Agreement (Laredo Petroleum, Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under the Exchange Act4.2, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement, the European Purchase Agreement or and the Registration Rights Indemnification Agreement by Premier Serologicals and the consummation Parent Guaranty by Premier of the transactions contemplated hereby and therebyParent, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby herein and thereby. Neither therein by Serologicals, and the execution performance of the covenants and delivery agreements of this Purchase Agreement Serologicals contained herein and of Parent contained in the Parent Guaranty will not, with or without the giving of notice or the Registration Rights Agreement by Premier nor the consummation by Premier lapse of the transactions contemplated hereby time, or therebyboth, nor compliance by Premier (i) violate or conflict with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles certificate of Incorporation incorporation or bylaws of PremierSerologicals or Parent, (ii) contravenesviolate, conflicts conflict with or would constitute result in a violation breach or default or loss of rights under, result in, cause or create any liability, reassessment or revaluation of assets, or Lien pursuant to, or cause the termination or acceleration of or give any third party the right to modify, terminate, or accelerate any obligations under, any term or condition of any provision indenture, mortgage, lease, loan agreement, license, permit, contract, agreement or instrument to which Serologicals or Parent either is a party or by which any of their respective properties may be bound, (iii) violate or conflict with any law, regulationordinance, rule, order, judgment, injunctiondecree or ruling of any Governmental Authority applicable to Serologicals or Parent or any of their respective assets or properties, order (iv) result in the creation or decree binding imposition of any Lien upon Premierany assets or properties of Serologicals or Parent, or (iiiv) constitutes a default under or gives rise except for approval pursuant to the HSR Act and the FTA, require any right of terminationauthorization, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementconsent, contract approval, exemption, or other instrument binding on Premier action by or notice or declaration to or filing with, any of its Subsidiaries court or any license, franchise, permit administrative or other similar authorization held by Premier governmental body or any of its Subsidiariesagency, except, except in the case cases of clauses (ii) and (iiiii)-(v), for any such contraventionviolations, conflictconflicts, violationbreaches, defaultLiens, terminationauthorizations, cancellationconsents or similar matters as to which requisite waivers or consents will have been obtained prior to the Closing or which individually, acceleration or loss that in the aggregate, would not have a material adverse effect on Premier impair Serologicals' ability to perform its obligations hereunder or any of under the European Purchase Agreement or the Indemnification Agreement or Parent's ability to perform its Subsidiaries taken as a wholeobligations under the Parent Guaranty.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Serologicals Corp), Securities Purchase Agreement (Serologicals Corp)

No Conflict. Other than the filing The execution and delivery by each of a Form 4 New Xxxxx Corning and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution OCD of this Purchase Agreement or Amendment and compliance by each of New Xxxxx Corning and OCD with all of the Registration Rights Agreement provisions hereof and of the Agreement, as amended by Premier this Amendment, and the consummation by Premier of the transactions contemplated hereby herein and therebytherein (i) 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, except for to the extent provided in or contemplated by the Amended Plan, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which New Xxxxx Corning, OCD or any of their respective subsidiaries is a party or by which New Xxxxx Corning, OCD or any of their respective subsidiaries is bound or to which any of the property or assets of New Xxxxx Corning, OCD or any of their respective subsidiaries is subject, (ii) will not result in any material violation of the provisions of the Certificate of Incorporation or Bylaws of New Xxxxx Corning or OCD applicable to New Xxxxx Corning or OCD from and after the Effective Date and (iii) will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over New Xxxxx Corning, OCD or any of their respective subsidiaries or any of their properties, except in any such filings the failure of which case described in subclause (i) or (iii) as have been described in an effective Registration Statement or as will not have or could not reasonably be expected to be madehave, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Material Adverse Effect and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results except in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, such case described in the case of clauses (ii) and subclause (iii), for any (y) the registration under the Securities Act contemplated hereby and (z) such contraventionconsents, conflictapprovals, violationauthorizations, default, termination, cancellation, acceleration registrations or loss that would not have a material adverse effect on Premier qualifications as may be required under state securities or any Blue Sky laws in connection with the sale of its Subsidiaries taken as a wholethe shares of New Common Stock by the Investors.

Appears in 2 contracts

Samples: Registration Rights Agreement (Owens Corning), Registration Rights Agreement (Owens Corning)

No Conflict. Other The execution and delivery by each of the Borrower Entities of this Credit Agreement and each of the other Credit Documents executed and delivered in connection herewith by one or more of the Borrower Entities (other than the filing documents required to be delivered in order to reduce the amount of a Form 4 the Resolution Block; provided, that from and an amendment ----------- to Premier's report on Schedule 13D under after the Exchange Actdate of receipt of all such documents, the representation and no filing with, warranty contained in this Section shall apply) and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier obligations of such Borrower Entities hereunder and thereunder and the consummation by Premier such Borrower Entities of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof : (i) conflicts with are within the corporate or results in any breach limited liability company powers of the Articles of Incorporation or bylaws of Premier, such Borrower Entity; (ii) contravenes, conflicts with are duly authorized by the Board of Directors or would constitute a violation similar managing body of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or such Borrower Entity; (iii) constitutes a default under are not in contravention of the terms of the organizational documents of such Borrower Entity or gives rise to any right of termination, cancellation or acceleration of any right indenture, contract, lease, agreement, instrument or obligation of Premier other commitment to which such Borrower Entity is a party or by which such Borrower Entity or any of its Subsidiaries properties are bound; (iv) do not require the consent, registration or to a loss approval of any Governmental Authority or any other Person (except such as have been duly obtained, made or given, and are in full force and effect); (v) do not contravene any statute, law, ordinance, regulation, rule, order or other governmental restriction applicable to or binding upon such Borrower Entity; and (vi) will not, except as contemplated herein for the benefit of the Agent on behalf of the Lenders, result in the imposition of any Liens upon any property of such Borrower Entity under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which Premier such Borrower Entity is a party or by which it or any of its Subsidiaries is entitled under any provision of any agreement, contract property may be bound or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeaffected.

Appears in 2 contracts

Samples: Credit Agreement (Chiquita Brands International Inc), Credit Agreement (Chiquita Brands International Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Enron of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Enron of the transactions contemplated hereby and therebyin accordance with the terms hereof will (i) subject to the approvals referred to in Section 5.20, except for such filings conflict with or result in a breach of any provisions of the failure articles of which to be madeincorporation or bylaws of Enron; (ii) violate, individually or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the properties of Enron or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Enron or any of its Subsidiaries under, any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Enron or any of its Subsidiaries is a party, or by which Enron or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts subject to the filings and other matters referred to in Section 5.6(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Enron or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as do not and are not reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect. (b) Neither the execution and delivery by Enron of this Agreement nor the consummation by Enron 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 filing of the Articles of Merger provided for in Section 1.3, (i) the filing of a listing application with the NYSE pursuant to Section 7.9, (iii) filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx Exchange Act, the Securities Act, the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or applicable state securities and "Blue Sky" laws, (iv) filings, approvals and notifications required under applicable non-U.S. competition, antitrust or premerger notification laws, (v) filings with, and the approval of, or notices to, non-U.S. regulatory authorities having jurisdiction over the Mergers set forth in Section 5.6(b)(v) of the Enron Disclosure Letter, (vi) filings with, and the approval of, or notices to, other state regulatory authorities having jurisdiction over the Mergers set forth in Section 5.6(b)(vi) of the Enron Disclosure Letter (the filings, approvals and notices in this clause (vi), collectively, the "Enron Regulatory Approvals") and (vii) filings with, approvals of or notices to the Federal Energy Regulatory Commission (the "FERC") in connection with the Mergers, except for any such contraventionconsent, conflictapproval, violation, default, termination, cancellation, acceleration qualification or loss that would 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 likely to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholean Enron Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Enron Corp/Or/), Merger Agreement (Dynegy Inc /Il/)

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, performance by Parent and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or and the Registration Rights Agreement by Premier Ancillary Agreements to which they are parties do not, and the consummation by Premier of the Merger and the other transactions contemplated hereby and therebythereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which they are parties will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeconflict with, or to prevent result in any violation of, or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of Premier a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of Parent or Merger Sub under (other than any such Encumbrance created because of any action taken by the Company), any provision of (i) the Charter of Parent and the Certificate of Incorporation of Merger Sub, the By-Laws of Parent and Merger Sub or the comparable organizational documents of any of Parent’s other Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which Parent or Merger Sub is a party or by which any of its Subsidiaries respective assets are bound or (B) any Law or Judgment, in each case applicable to a loss of any benefit to which Premier Parent or any of Merger Sub or its Subsidiaries is entitled under any provision of any agreementrespective assets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses this clause (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration amendments or loss Encumbrances that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent Material Adverse Effect, or (y) would not materially impair Parent’s or Merger Sub’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub or any of the Ancillary Agreements to which Parent or Merger Sub is a party or the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which Parent or Merger Sub is a party, except for (I) the filing of a premerger notification and report form by Parent and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or Merger Sub is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Parent Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform its Subsidiaries taken as a wholeobligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Merger Agreement (Great Atlantic & Pacific Tea Co Inc), Merger Agreement (Pathmark Stores Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Xxxxx and Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Xxxxx and Merger Sub of the transactions contemplated hereby and therebyin accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of Xxxxx or Merger Sub; (ii) violate, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyany Lien upon, nor compliance by Premier with any of the properties of Xxxxx or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Xxxxx or any of its Subsidiaries under, any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, Xxxxx Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Xxxxx or any of its Subsidiaries is a party, or by which Xxxxx or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premieror applicable to Xxxxx, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Merger Sub or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its their Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have or reasonably be expected to have, individually or in the aggregate, a material adverse Xxxxx Material Adverse Effect. (b) Neither the execution and delivery by Xxxxx and Merger Sub of this Agreement nor the consummation by Xxxxx and 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 (i) the filings provided for in Article 1, (ii) filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), 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, (iii) filings required by the Federal Energy Regulatory Commission and any state energy regulatory commissions with respect to interstate and intrastate petroleum pipelines, and (iv) filings required by the Federal Communications Commission with respect to microwave transmitter licenses ((i), (ii), (iii) and (iv) 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 or reasonably be expected to have, individually or in the aggregate, a Xxxxx 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 on Premier of all of the Xxxxx Material Contracts (as hereinafter defined) or for Xxxxx or Merger Sub 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, individually or in the aggregate, a Xxxxx Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in or constitute the satisfaction of a condition to (whether or not there be any additional condition to) any payment from Xxxxx or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of Xxxxx or any of its Subsidiaries taken under any Xxxxx Plan (as a wholedefined in Section 3.11) or otherwise; (ii) increase any benefits otherwise payable under any Xxxxx Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 2 contracts

Samples: Merger Agreement (Frontier Oil Corp /New/), Merger Agreement (Holly Corp)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 2.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which VGX Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held VGX Intellectual Property owned by Premier VGX or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. VGX or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of VGX, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, the Surviving Entity will be permitted to exercise all of VGX's rights or the rights of any of VGX's Subsidiaries, as the case may be, under such Contracts and all rights with respect to VGX Intellectual Property under such Contracts to the same extent VGX or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier VGX or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) VGX or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material VGX Intellectual Property right not already so licensed by VGX or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by VGX of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

Appears in 2 contracts

Samples: Merger Agreement (Inovio Biomedical Corp), Agreement and Plan of Merger (Inovio Biomedical Corp)

No Conflict. Other than Except as Previously Disclosed in the filing Vision Bancshares Disclosure Schedule, subject to the required approval of a Form 4 this Agreement by the shareholders of Vision Bancshares, receipt of the required approvals of Governmental Authorities and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActRegulatory Authorities, expiration of applicable regulatory waiting periods, and no filing withrequired filings under federal and state securities laws, the execution, delivery and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Agreement, and the consummation by Premier of the transactions contemplated hereby hereby, by Vision Bancshares and therebyits Subsidiaries do not and will not: (i) conflict with, except for or result in a violation of, or result in the breach of or a default (or with notice or lapse of time result in a default) under, or give rise to any Lien, any acceleration of remedies or any right of termination under any provision of: (A) any Law or administrative ruling of any Regulatory Authority applicable to Vision Bancshares or any of its Subsidiaries or any of their respective properties; (B) the Vision Bancshares Articles, the Vision Bancshares Bylaws or any other Governing Documents of Vision Bancshares, or the Governing Documents of any of Vision Bancshares’ Subsidiaries; (C) any Material Contract or any material governmental permit or license to which Vision Bancshares or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound, except, in the case of Contracts, such filings the failure conflicts, violations, breaches, defaults, Liens, accelerations of remedies or rights of termination which to be made, individually or in the aggregate, could aggregate would not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, and its Subsidiaries, taken as a whole, Vision Bancshares prior to the Merger or to prevent or materially delay the on Park upon consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with Merger; (D) any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulationorder, judgment, injunctionwrit, order injunction or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right Governmental Authority or obligation of Premier or any of its Subsidiaries or Regulatory Authority applicable to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Vision Bancshares or any of its Subsidiaries, except, in the case of clauses ; or (ii) and (iii)violate the terms or conditions of, for any such contravention, conflict, violation, default, termination, or result in the cancellation, acceleration modification, revocation or loss that would not have a suspension of, any material adverse effect on Premier license, approval, certificate, permit or authorization held by Vision Bancshares or any of its Subsidiaries taken as a wholeSubsidiaries.

Appears in 2 contracts

Samples: Merger Agreement (Park National Corp /Oh/), Merger Agreement (Vision Bancshares Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement performance by Premier and the consummation by Premier Loan Parties of the transactions contemplated hereby Loan Documents to which they are parties and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by the Loan Documents do not and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (ia) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order law or decree binding upon Premierany governmental rule, or (iii) constitutes a default under or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Loan Party or any of its Subsidiaries (excluding the Excluded Entities), or to a loss any order, judgment, or decree of any benefit to which Premier court or other agency of government binding on any Loan Party or any of its Subsidiaries is entitled (excluding the Excluded Entities), (b) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision Contractual Obligation of any agreement, contract or other instrument binding on Premier Loan Party or any of its Subsidiaries (other than the Excluded Entities), (c) result in or require the creation or imposition of any license, franchise, permit Lien upon any of the properties or other similar authorization held by Premier assets of any Loan Party or any of its SubsidiariesSubsidiaries (excluding the Excluded Entities) (other than any Liens created under any of the Loan Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in any default, non-compliance, suspension, revocation, impairment, forfeiture, or non-renewal of any permit, license, authorization, or approval applicable to its operations or any of its properties, (e) require any approval of stockholders, members, or partners or any approval or consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders, or (f) violate any provision of any of the Organizational Documents of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except, in the case of the preceding clauses (iia), (b), (d) and (iiie), for any such contraventionviolation, conflict, violationbreach, default, terminationcreation, cancellationimposition, acceleration non-compliance, suspension, revocation, impairment, forfeiture, non- renewal, or loss requirement, in each case, that would could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Franchise Group, Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by DVN and Newco of this Purchase Agreement or Agreement, the Registration Rights Agreement execution and delivery by Premier DVN of the Stock Option Agreements nor the consummation by Premier DVN and Newco of the transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of DVN or Newco; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of DVN and its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to DVN or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which DVN or any of its Subsidiaries is a party, or by which DVN or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier DVN or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a DVN Material Adverse Effect. (b) Neither the execution and delivery by DVN or Newco of this Agreement, the execution and delivery by DVN of the Stock Option Agreements nor the consummation by DVN or Newco 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 Regulatory Filings, and listing of the Newco Common Stock to be issued in the Merger on the Principal Exchange and the listing on the DVN Common Stock upon exercise of the option granted to PZE pursuant to the applicable Stock Option Agreement under the rules of the American Stock Exchange ("AMEX"), except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have prevent or materially delay the consummation of the Merger or otherwise prevent DVN from performing its obligations under this Agreement and would not have, individually or in the aggregate, a DVN Material Adverse Effect. (c) Other than as contemplated by Section 6.6(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 DVN's material adverse effect on Premier contracts or leases or for DVN to consummate the transactions contemplated hereby, except when the failure to receive such consents or other certificates would not have, individually or in the aggregate, a DVN Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) result in any payment from DVN or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of DVN or any of its Subsidiaries taken under any DVN Plan (as a wholedefined in Section 6.11) or otherwise; (b) materially increase any benefits otherwise payable under any DVN Plan or otherwise; or (c) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Devon Energy Corp /Ok/), Agreement and Plan of Merger (Pennzenergy Co)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for Neither the execution and delivery of this Purchase Agreement and each Ancillary Agreement to which Seller or the Registration Rights Agreement by Premier and the consummation by Premier a Selling Subsidiary is a party, nor completion of the transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements will (a) violate any provision of the certificate of incorporation or by-laws or other similar organizational document of Seller, any Acquired Company or any Selling Subsidiary; (b) assuming all of the consents, approvals, authorizations, filings or notifications to or of Governmental Authorities contemplated by Section 3.11 are made or obtained, violate any Law or any injunction, order or decree of any Governmental Authority to which Seller, an Acquired Company or a Selling Subsidiary is subject except, in all cases, for such violations that would not prohibit or materially impair Seller’s or a Selling Subsidiary’s ability to perform its obligations under this Agreement or an Ancillary Agreement; or (c) except as described in Section 3.2 of the Seller Disclosure Letter, result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or require that any notice be given, payment be made or consent be granted under, or give to others any right to terminate, amend, accelerate, cancel or modify the terms or conditions of, any Contract included in the Business Assets, or result in the creation of any Encumbrance (other than Encumbrances created by any actions of Buyer or its Affiliates) on, any of the Business Assets, except in each case for such filings the failure of which to be madeany violations, breaches, defaults or other matters that would not, individually or in the aggregate, could not reasonably be expected to have result in a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent liability of the Business or materially delay the consummation impact Buyer’s operation of the transactions contemplated hereby and thereby. Neither the execution and delivery Business or use of a material Business Asset or Seller’s or a Selling Subsidiary’s ability to perform its obligations under this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeAncillary Agreements.

Appears in 1 contract

Samples: Purchase Agreement (Teleflex Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by APTI of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier APTI of the transactions contemplated hereby and therebyin accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of APTI; (ii) violate, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyany Lien upon, nor compliance by Premier with any of the properties of APTI or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to APTI or any of its Subsidiaries under, any of the terms, conditions or provisions hereof of, any note, xxxx, xxxxxxxx, xxxxxxxxx, deed of trust, APTI Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which APTI or any of its Subsidiaries is a party, or by which APTI or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier APTI or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have or reasonably be expected to have, individually or in the aggregate, an APTI Material Adverse Effect. (b) Neither the execution and delivery by APTI of this Agreement nor the consummation by APTI 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 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 or reasonably be expected to have, individually or in the aggregate, an APTI 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 APTI Material Contracts (as hereinafter defined) or for APTI 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, individually or in the aggregate, an APTI Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in or constitute the satisfaction of a material adverse effect on Premier condition to (whether or not there be any additional condition to) any payment from APTI or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of APTI or any of its Subsidiaries taken under any APTI Plan (as a wholedefined in Section 4.11) or otherwise; (ii) increase any benefits otherwise payable under any APTI Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (American Post Tension, Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Except as set forth in Section 5.2(b) of the transactions contemplated hereby and therebyParent Disclosure Letter, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or and the Registration Rights Escrow Agreement by Premier nor do not, and subject to the Parent Stockholder Approval the consummation by Premier of the Merger and the other transactions contemplated hereby or thereby, nor and thereby and compliance by Premier with any of the provisions hereof of this Agreement will not, directly or thereof indirectly, contravene, conflict with, or result in any violation of, or default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation under any provision of (i) the Certificate of Incorporation of Parent, the By-Laws of Parent or obligation the comparable organizational documents of Premier any of its Subsidiaries (ii) any resolutions adopted by the Board of Directors or the stockholders of Parent or any of its Subsidiaries or (iii) subject to a loss of the filings and other matters referred to in the immediately following sentence, (A) any benefit Contract to which Premier Parent or any of its Subsidiaries is entitled under a party or by which any provision of its or their respective assets are bound or (B) any agreementLaw or Judgment, contract or other instrument binding on Premier in each case applicable to Parent or any of its Subsidiaries or any licenseits or their respective assets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and this clause (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration or loss amendments that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform their respective obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby and thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries taken in connection with the execution, delivery and performance of this Agreement or the Escrow Agreement by Parent or the Merger Sub or the consummation by Parent or the Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Escrow Agreement, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Form S-4 (y) the Joint Proxy Statement and (z) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement and the transactions contemplated hereby, (III) the filing of the Parent Certificate of Incorporation Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a wholeParent Material Adverse Effect or (y) would not reasonably be expected to materially impair Parent’s ability to perform its obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Merger Agreement (Grubb & Ellis Co)

No Conflict. Other than The execution and delivery by such Seller of this Agreement and each of the filing of Related Agreements to which it is to be a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing withsuch Seller’s compliance with the terms and conditions hereof and thereof, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier such Seller of the transactions contemplated hereby and thereby, do not and will not (i) conflict with, or require the consent of any Person that has not been obtained under such Seller’s Organizational Documents, (ii) subject to entry of the Sale Order and obtaining the authorizations referred to in Section 5.1(d) of the Seller Disclosure Schedules and excluding any Antitrust Law, violate or breach in any material respect any provision of, or require any consent, authorization, or approval under, any Law or Order applicable to such Seller, the Acquired Business, the Acquired Assets or the Assumed Liabilities, (iii) subject to entry of the Sale Order, and except for as set forth in Section 5.1(c) of the Seller Disclosure Schedules, violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization, or approval under, any Transferred Contract or other Material Contract, or Transferred Permit material to the Acquired Business to which such filings Seller is a party or by which such Seller is bound or to which any of its assets or properties are subject, except to the failure extent excused or stayed by the Bankruptcy Cases or (iv) result in the creation of which any Lien upon the Acquired Assets other than Permitted Encumbrances and Liens created by Purchaser; provided, however, that no representation or warranty is made in the foregoing clauses (ii) through (iv) with respect to matters that would not reasonably be madeexpected, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholean Acquired Business Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Motor Inc.)

No Conflict. Other than Except for the filing requirements of a Form 4 the HSR Act and an amendment ----------- any Antitrust Laws of jurisdictions outside the United States of America (if and to Premier's report on Schedule 13D under the Exchange Actextent any of the foregoing laws may apply), and no other than as set forth in Schedule 3.4 of the Seller Disclosure Schedule, the execution, delivery and performance by each member of the Seller Group of the Transaction Agreements to which it is party and/or the consummation by each such member of the Seller Group of the Contemplated Transactions, as applicable, do not and will not, as applicable, (a) conflict with or violate any provision of the Seller’s certificate of incorporation or bylaws (or the equivalent organizational documents of the applicable member of the Seller Group), each as amended to date, (b) require any member of the Seller Group to make any filing with, and no permit, authorizationor obtain any material Permit, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, Entity (except for such filings where the failure of which to be madeobtain such Permit, individually consent or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeapproval, or to make such filing, would not prevent or materially delay the consummation by the Seller Group of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement Contemplated Transactions, or the Registration Rights Agreement performance by Premier nor the consummation by Premier Seller Group of the transactions contemplated hereby or thereby, nor compliance by Premier with any of its material obligations under the provisions hereof Transaction Agreements, or thereof as may be necessary as a result of any facts or circumstances relating to the Purchaser or its Affiliates), (ic) conflicts result in a breach or default under, create in any Person the right to accelerate, terminate, modify or cancel, or require any prior notice to, or consent or waiver under, any Material Contract, in any case with or results in any breach without due notice or lapse of the Articles of Incorporation time or bylaws of Premierboth, (iid) contravenes, conflicts with or would constitute a violation result in the imposition of any provision Encumbrance upon the Acquired Company Shares or any other material Acquired Asset, (e) violate any material law, order, writ, injunction or decree applicable to the Seller Group (to the extent it relates exclusively to the Business), the Business, any Acquired Company or any other Acquired Asset, (f) enable any source code for any software or documentation related thereto to be released or removed from escrow pursuant to the terms of any law, regulation, judgment, injunction, order or decree binding upon PremierMaterial Contract, or (iiig) constitutes a default under or gives rise cause any Intellectual Property owned by the Seller Group members as of the date of this Agreement that is material to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or the Business to be assigned to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethird Person.

Appears in 1 contract

Samples: Master Acquisition Agreement (Motorola Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for Neither the execution and delivery by Seller of this Agreement, the MSR Purchase Agreement Agreement, the Mortgage Loan Purchase Agreement, the Pipeline Agreements or of any of the Registration Rights Agreement by Premier and Ancillary Agreements or the consummation by Premier Seller of any of the transactions contemplated hereby Transactions nor compliance by Seller with or fulfillment by Seller of the terms, conditions and therebyprovisions hereof or thereof will: (a) assuming that all necessary consents, except for approvals, authorizations and other actions described in Schedule 3.4(b) have been obtained and all filings and notifications described in Schedule 3.4(b) have been made and any applicable waiting period has expired or been terminated, result in a violation or breach of the terms, conditions or provisions of, or constitute, an event of default upon Seller, its Subsidiaries or any of the Assets of Seller or any of its Subsidiaries, under (i) any Governmental Permit, Material Contract, note, instrument, mortgage, lease, franchise or financial obligation to which Seller or any of its Subsidiaries is a party or by which any Purchased Asset is bound, (ii) the certificate of incorporation, bylaws or comparable governing documents of Seller and its Subsidiaries or (iii) any applicable Requirements of Law or privacy policies affecting Seller, any of Seller’s Subsidiaries, the Business or the Purchased Assets, other than any such filings the failure of which to be madeviolations, breaches, defaults, or Encumbrances that would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Material Adverse Effect and its Subsidiaries, taken as a whole, or to would not prevent or materially impair or delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof Transactions; or thereof (ib) conflicts with except as set forth on Schedule 3.4(b), require the approval, consent, authorization or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premieract of, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier the making by Seller or any of its Subsidiaries or to a loss of any benefit to which Premier declaration, filing or registration with, any Governmental Authority. Section 3.5. Financial Statements; Absence of Undisclosed Liabilities. (a) Schedule 3.5(a) contains (i) the audited balance sheet of Seller and its Subsidiaries is entitled under any provision as of any agreementDecember 31, contract or other instrument binding on Premier or any 2021 and the related statements of operations and cash flows of Seller for the year then ended and (ii) the unaudited balance sheet of Seller and its Subsidiaries or any licenseas of the Balance Sheet Date and the related statement of operations for the ten (10) months then ended (collectively, franchise, permit or other similar authorization held by Premier or any the “Financial Statements”). (b) The Financial Statements (i) have been prepared based upon the information contained in the books and records of Seller and its Subsidiaries, (ii) have been prepared in accordance with GAAP applied on a consistent basis as at the dates and for the periods presented (except, in the case of clauses (ii) unaudited Financial Statements, the absence of footnote disclosures and normal year-end adjustments), and (iii)) present fairly, in all material respects, the financial position and results of operations and cash flows of Seller and its Subsidiaries as at the dates and for any such contraventionthe periods presented. (c) Seller and its Subsidiaries did not have, conflictat the Balance Sheet Date, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier nor has Seller or any of its Subsidiaries taken as a whole.incurred since that date, any Liabilities of any nature other than

Appears in 1 contract

Samples: Asset Purchase Agreement (Finance of America Companies Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by RIMCO of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier RIMCO of the transactions contemplated hereby herein in accordance with the terms hereof will: (i) conflict with or therebyresult in a breach of any provisions of the charter documents or bylaws of RIMCO; (ii) except for consents required to be obtained (the “Frost Required Consents”) under the Amendment and Restatement of Credit Agreement dated as of September 16, nor compliance by Premier 2002, as amended, between RIMCO and the Frost National Bank and all other loan documents executed and delivered thereunder (collectively, the “Frost Documents”) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien that is not a Permitted Encumbrance upon any of the properties of RIMCO or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to RIMCO or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, RIMCO Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which RIMCO or any of its Subsidiaries is a party, or by which RIMCO or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier RIMCO or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the execution and delivery by RIMCO of this Agreement nor the consummation by RIMCO of the transactions contemplated herein 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 provided for in Article 1, except for (i) approvals and consents of governmental authorities that are routinely granted after the consummation of transactions of the nature contemplated in this Agreement, and (ii) any consent, approval or authorization, the failure of which to obtain and for any such contravention, conflict, violation, default, termination, cancellation, acceleration filing or loss that registration the failure of which to make would not have reasonably be expected to have, individually or in the aggregate, a material adverse Material Adverse Effect on RIMCO. (c) Other than as contemplated in Sections 3.6(a) and 3.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated herein to provide for the continuation in full force and effect of all of the RIMCO Material Contracts or for RIMCO to consummate the transactions contemplated herein, except where the failure to receive such consents or other certificates would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Premier RIMCO. (d) Except as set out in Schedule 3.6 of the RIMCO Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will: (i) result in any payment from RIMCO or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of RIMCO or any of its Subsidiaries taken as a wholeunder any of the RIMCO Plans or otherwise; (ii) increase any benefits otherwise payable under any of the RIMCO Plans or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Merger Agreement (Whittier Energy Corp)

No Conflict. Other than (a) The execution, delivery and performance of each Settlement Documents and the filing consummation of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing transactions contemplated hereby will be in compliance with, and no permit, authorization, consent will not result in any breach or approval violation of, or default (with or without notice or lapse of time, or both) under, any Governmental Authority agreement to which Reno is necessary for a party or that govern the execution rights and obligations with respect to the Holder Rights. (b) The execution, delivery and performance of this Purchase Agreement or the Registration Rights Agreement each Settlement Documents by Premier Reno and the consummation by Premier Reno of the transactions contemplated hereby and therebythereby (including, except for such filings without limitation consummation of the failure Transfer) will not (i) result in a violation of Reno Certificate of Incorporation (as defined below) or any other organizational documents of Reno or any of its Reno Subsidiaries, the terms of any capital stock of Reno or any of its Reno Subsidiaries or Reno Bylaws (as defined below) of Reno or any of its Reno Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement (including, without limitation, the Purchase Agreement), indenture or instrument to which Reno or any of its Reno Subsidiaries is a party, or cause any acceleration of any obligation with respect to any other restriction of any kind or character to which any assets or properties of Reno, including the Holder Rights, are subject or by which Reno is bound, after giving effect to the receipt by Reno of Reno Required Consents (as defined below) and any other consents, waivers or amendments that will be madeobtained by Reno on or prior to the date hereof, individually or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and including all applicable federal laws, rules and regulations) applicable to Reno or any of its Reno Subsidiaries or by which any property or asset of Reno or any of its Reno Subsidiaries is bound or affected except, in the aggregatecase of clause (ii) or (iii) above, could to the extent such violations that would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeReno Material Adverse Effect.

Appears in 1 contract

Samples: Settlement Agreement (Traqiq, Inc.)

No Conflict. Other than the filing of a Form 4 (a) The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution delivery of this Purchase Agreement or Agreement, the Registration Rights Agreement by Premier Sellers Closing Documents and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither thereby have been duly and validly authorized and approved by any necessary corporate action of the Company, and no other action of the part of the Company is required to authorize the same. (b) Except as set forth on Section 3.2(b) of the Disclosure Schedule, neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement Sellers Closing Documents by Premier any Seller or the Sellers’ Representative nor the consummation or performance of the transactions contemplated hereby by Premier any Seller or the Sellers’ Representative will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of any provision of the organizational documents of the Company or any Subsidiary of the Company (ii) contravene, conflict with, or result in a violation of any Legal Requirement, or any Order of any Governmental Authority, to which the Company or any Subsidiary of the Company, is subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or any Subsidiary of the Company; (iv) breach any provision of, give any Person the right to declare a default or exercise any remedy under, accelerate the maturity or performance of or payment under, or cancel, terminate, or modify, any Material Company Contract; or (v) result in the creation or imposition of any Encumbrance upon any of the assets of the Company or any Subsidiary of the Company. (c) Except as set forth on Section 3.2(c) of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is or will be required to give any notice to or obtain any consent, waiver or approval from (i) any Governmental Authority or other Person or (ii) any party to any Material Company Contract, in connection with the execution and delivery of this Agreement or any of the Sellers Closing Documents or the consummation of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Securities Purchase Agreement (AAC Holdings, Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D Except for required filings under the Exchange HSR Act, and no filing withany other applicable Laws or regulations relating to antitrust or competition, and no permit, authorization, consent or approval ofincluding in the United States, any Governmental Authority is necessary for the execution of this Purchase Agreement state thereof, any non-U.S. country or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyEuropean Union (collectively, except for such filings the failure of which to be made“Antitrust Regulations”), individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or does not, the Registration Rights Agreement by Premier nor execution of the other Transaction Documents will not, and the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts Transactions will not conflict with or results result in any breach violation of the Articles of Incorporation or bylaws of Premier, default under (ii) contravenes, conflicts with or would constitute a violation without notice or lapse of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes or give rise to, any payment obligation, or a default under or gives rise to any right of termination, cancellation cancellation, modification or acceleration of any right obligation or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or under (any of its Subsidiaries is entitled under such event, a “Conflict”) (a) any provision of the Governing Documents or similar organizational documents of any agreementmember of the Seller Group, contract (b) any Contract to which any member of the Seller Group is a party or other instrument binding on Premier is bound, or (c) any Law or Order applicable to Seller or any other member of its Subsidiaries the Seller Group, the Business or any licensethe Acquired Assets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of each of clauses (iib) and (iii)c) above, for such violations, defaults, payment obligations, rights of termination, cancellations, modifications or accelerations of any obligation, or losses of any benefit which would not reasonably be expected to be material to the Business. Section 4.3 of the Disclosure Letter sets forth all necessary notices, consents, waivers and approvals of parties to any Transferred Contracts that are required thereunder in connection with the Transactions, or for any such contraventionTransferred Contract to remain in full force and effect without limitation, conflictmodification or alteration after the Closing so as to preserve all rights of, violationand benefits to, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeBuyer under such Transferred Contracts from and after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Logitech International Sa)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D 4.3(a) (collectively, the “Seller Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no filing withconsent, and no permit, authorization, consent authorization or approval of, of any Governmental Authority is necessary for required on the part of the Seller in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by the Seller or any Affiliate of the Seller or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure (i) those consents, authorizations or approvals that may be required because of which to be made, individually or Buyer’s participation in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (ii) those consents, authorizations or approvals of any Governmental Authority customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 4.3(b) and assuming receipt of the Seller Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier Seller and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any the Seller and the performance by the Seller of the provisions hereof or thereof its obligations hereunder and thereunder, will not result in (i) conflicts with any conflict with, or results in violation or breach of, or default under, any breach provision of the Articles Organizational Documents of Incorporation or bylaws of Premierthe Seller, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any lawor default under, regulation, judgment, injunction, order constitute or decree binding upon Premier, or (iii) constitutes a default under or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, or require the consent, authorization or approval of any Person (other than a Governmental Authority) with respect to any Contract to which the Seller is a party or by which the Seller or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which the Seller is subject or (iv) the creation or imposition of any benefit to which Premier Lien, other than Permitted Liens and will not constitute an event which, after notice or any lapse of its Subsidiaries is entitled under any provision of any agreementtime or both, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, would result in the case of clauses (ii) and (iii), for any such contravention, conflictbreach, violation, default, termination, cancellation, acceleration termination or loss that would not have creation of a material adverse effect on Premier or Lien upon any of its Subsidiaries taken as a wholethe Membership Interests owned by the Seller.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Noble Midstream Partners LP)

No Conflict. Other than Neither the filing Guarantor nor any of a Form 4 its Subsidiaries is in violation of its charter or by-laws or other constitutive documents; and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actno default exists, and no filing withevent has occurred which, with notice or lapse of time or both, would constitute a default in the due performance and no permitobservance of any term, authorization, consent covenant or approval of, condition of any Governmental Authority is necessary agreement or instrument (for the execution avoidance of doubt including this Purchase Agreement Guarantee) to which the Guarantor or any of its Subsidiaries is a party or by which the Registration Rights Agreement by Premier and the consummation by Premier Guarantor or any of the transactions contemplated hereby and therebyits Subsidiaries is bound or to which any of their respective properties is subject, except for except, in each case, where such filings the failure of which to be madedefault or event would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect. The execution, delivery and its Subsidiariesperformance of this Guarantee by the Guarantor, taken as a whole, or to prevent or materially delay the compliance by the Guarantor with all the provisions hereof and the consummation of the transactions contemplated hereby (a) will not require any consent, approval, authorisation or other order of any court, regulatory body, administrative agency or other governmental body (except as may be required by any securities laws of any jurisdiction other than Russia, Luxembourg and thereby. Neither the execution United Kingdom) except for such consents, approvals, authorisations or other orders as have been obtained and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier which are in full force and effect and except for such consents as may be obtained within 30 days of the transactions contemplated hereby requirement for such consent arising, (b) will not conflict with or thereby, nor compliance by Premier with constitute a breach of any of the terms or provisions hereof of, or thereof constitute a default under, the charter or other constitutive documents of the Guarantor, (ic) conflicts will not conflict with or results in any constitute a breach of the Articles of Incorporation any agreement, indenture or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit other instrument to which Premier the Guarantor or any of its Subsidiaries is entitled under any provision of any agreementa party or by which the Guarantor, contract or other instrument binding on Premier or any of its Subsidiaries or their respective property or assets are bound, and (d) will not violate or conflict with any licenselaws, franchiseadministrative regulations or rulings or court decrees applicable to that Guarantor, permit or other similar authorization held by Premier or any of the its SubsidiariesSubsidiaries or their respective property, except, in the case of clauses clause (ii) and (iiic), for any such contravention, conflict, violation, default, termination, cancellation, acceleration breach or loss that violation which would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

Appears in 1 contract

Samples: Loan Agreement (Wimm Bill Dann Foods Ojsc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under 6(d), neither execution and delivery nor performance by the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebywill, except for such filings with or without the failure giving of notice or passage of time or both, conflict with, result in a default which has not been waived on or before the Closing, right to be madeaccelerate or loss of rights under, individually or result in the aggregatecreation of any lien, could not reasonably be expected to have a material adverse effect charge or encumbrance on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Acquired Assets pursuant to, (i) conflicts with or results in any breach provision of the Articles of Incorporation Seller's Charter or bylaws of PremierBy-Laws, (ii) contravenes, conflicts with or would constitute a violation the terms of any provision equity securities or debt instruments issued by the Seller, (iii) any (A) franchise, mortgage, deed of any trust, lease, license, loan agreement or other agreement or understanding, (B) law, ordinance, rule or regulation, or (C) order, judgment, injunctionaward, order decree, permit, license or decree binding upon Premierregistration, to which the Seller is a party or by which the Seller or any of the Acquired Assets may be bound or affected, or (iiiiv) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchisepermit, permit approval, or registration issued by any governmental authority or other similar authorization organization and held by Premier or any of its Subsidiariesthe Seller, except, in except where the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, terminationright to accelerate, cancellationloss of rights, acceleration lien, charge or loss that encumbrance would not have a material adverse effect on Premier the Acquired Assets; nor will such execution, delivery or performance by the Seller give any party with rights under any equity security, debt instrument, franchise, mortgage, deed of its Subsidiaries taken trust, lease, license, loan agreement or other material agreement or understanding the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Seller thereunder, except for such rights as to which requisite waivers or consents have been obtained and except for rights, the exercise of which would not have a wholematerial adverse effect on the Acquired Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Base Ten Systems Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Parent and Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby and therebyin 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, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any 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 Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, Parent Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have or reasonably be expected to have a material adverse 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 Shares to be issued in the Merger on the Nasdaq National Market System, 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 or reasonably be expected to have a Parent Material Adverse Effect. (c) Other than as contemplated by Section 4.5(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 on Premier of all of Parent’s contracts or any of its Subsidiaries taken as leases or for Parent 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 a wholeParent Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Lamar Advertising Co/New)

No Conflict. Other than The execution, delivery and performance by Holding, Company and the filing Subsidiaries of the Loan Documents to which each such Person is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier party and the consummation by Premier of the transactions contemplated hereby thereby do not and therebywill not (i) violate any provision of law applicable to Holding, Company or any Subsidiary, the Certificate of Incorporation or Bylaws (or equivalent documents) of Holding, Company or any Subsidiary, or any order, judgment or decree of any court or other agency of government, domestic or foreign, binding on Holding, Company or any Subsidiary, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holding, Company or any Subsidiary, (iii) pursuant to any such Contractual Obligation, result in or require the creation or imposition of any Lien upon any of the properties or assets of Holding, Company or any Subsidiary (other than Liens in favor of (a) the Collateral Agent for the benefit of Lenders and the Eurocurrency Lenders or (b) any Person as agent or trustee for the benefit of any Eurocurrency Lender and any Liens permitted by subsection 6.2 or pursuant to the terms of any Eurocurrency Loan Document), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Holding, Company or any Subsidiary, except for such filings approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders or which might be required in connection with any security interest in deposit accounts, and except in the cases of the foregoing clauses (i), (ii), (iii) and (iv) for any such violations, conflicts, breaches and defaults the existence of which, and any such approvals and consents the failure of which to be madeobtained, individually or and in the aggregate, could would not reasonably be expected to have a material adverse effect on Premier, the business or financial condition of Holding and its Subsidiaries, taken as a whole, or on the ability of Holding, Company and the Subsidiaries to prevent or materially delay perform their respective obligations under the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeLoan Documents.

Appears in 1 contract

Samples: Credit Agreement (Nu Kote Holding Inc /De/)

No Conflict. Other than Neither the filing Company nor any of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under its Subsidiaries is in ------------ violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document. Neither the Exchange Act, Company nor any of its Subsidiaries is in violation of or in default (and no filing withevent has occurred which, and no permitwith notice or lapse of time or both, authorizationwould constitute 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, consent or approval of, in violation of any provision of any Governmental Authority is necessary for Requirement applicable to the execution Company or any of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyits Subsidiaries, except for such filings the failure of which to be made, individually any violation or in the aggregate, could default that has not had or would not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) filing of and performance of its Subsidiaries, taken as a whole, or to prevent or materially delay obligations under the Certificate of Designation and (iii) consummation of the transactions contemplated hereby and thereby. Neither thereby (including without limitation, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier issuance of the transactions contemplated hereby 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 thereby, nor compliance by Premier with any of the provisions hereof its Subsidiary's Certificate of Incorporation, Bylaws or thereof (i) conflicts with any other governing document or results in a default under any breach provision of the Articles any instrument or contract to which it is a party or by which it or any of Incorporation its Property is bound, or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a in violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise Governmental Requirement applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier the Company or any of its Subsidiaries or to be in conflict with or constitute, with or without the passage of time and giving of notice, either a loss default under any such provision, instrument or contract or an event which results in the creation of any benefit to which Premier Lien upon any assets of the Company or of any of its Subsidiaries is entitled under any provision or, except as described on Schedule 3.7, the triggering of any agreement------------ preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, contract or any other rights that would allow or permit the holders of the Company's securities or other instrument binding on Premier Persons to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise). The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any of its Subsidiaries or control share acquisition, business combination, poison pill (including any license, franchise, permit distribution under a rights agreement) or other similar authorization held anti-takeover provision under its organizational documents or the laws of the jurisdiction of its organization which is or could become applicable to the Investors as a result of the transactions contemplated by Premier this Agreement, including, without limitation, the Company's issuance of the Securities or any other securities pursuant to the terms of its Subsidiaries, except, in this Agreement and any and all of the case Investors' ownership of clauses (ii) and (iii), for the Securities or any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeother securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Citadel Security Software Inc)

No Conflict. Other than The execution, delivery and performance by Seller and Parent of this Agreement and the filing Subject Agreements to which it is or will be a party and the consummation of a Form 4 the Contemplated Transactions do not and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actwill not (i) conflict with or violate any provisions of Seller’s or Parent’s Organizational Documents, and no filing (ii) conflict with, and no permitrequire any Consent under or constitute a default (or an event which with notice or lapse of time or both would become a violation, authorizationbreach or default) under, consent or approval give to any other Person any rights of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of the Acquired Companies under, (iii) conflict with or violate any Legal Requirement or Order or other restriction of any Governmental Authority to which Seller or Parent is necessary for subject (including securities Legal Requirements), or by which any asset or property of Seller or Parent is bound or affected or (iv) result in the execution imposition or creation of this Purchase Agreement any Lien (other than a Permitted Lien) upon, or the Registration Rights Agreement with respect to, any assets owned or used by Premier and the consummation by Premier of the transactions contemplated hereby and therebySeller or Parent, except for such filings the failure of which to be made, individually or in the aggregatecase of each of clauses (ii) and (iv), could such conflicts, failures to obtain such Consents, defaults, terminations, amendments, modifications, accelerations, cancellations, impositions of fees or penalties, increased, guaranteed, accelerated or additional rights or entitlements, adverse effects on any rights, payments, redemptions, or imposition or creation of any Lien (other than a Permitted Lien) as would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as Company Material Adverse Effect or a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeSeller Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Leonardo DRS, Inc.)

No Conflict. Other than the filing (a) Except as may result from any facts or circumstances relating solely to Buyer, none of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and Transaction Documents to which it is a party, the consummation by Premier of the transactions contemplated hereby and therebyor thereby by Seller, except or the compliance by Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, its Organizational Documents or any Law or (ii) conflict with, or result in any violation of or default under, or give rise to a right of termination or cancellation of any material obligation or the loss of a material benefit under, any Material Contract to which Seller is a party or by which Seller or its properties or assets are bound, except, in the case of this clause (ii), for such filings the failure of which to conflicts, violations, defaults, terminations or cancellations as would not reasonably be madeexpected to, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation ability of Seller to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby and or thereby. Neither . (b) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to, any Governmental Authority is required on the part of Seller in connection with the execution and delivery by Seller of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party or the consummation by Premier Seller of the transactions contemplated hereby or thereby, nor compliance by Premier with any except for such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the provisions hereof aggregate, reasonably be expected to prevent or thereof (i) conflicts with materially delay the ability of Seller to enter into and perform its obligations under this Agreement or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Transaction Documents to which Premier it is a party or any of its Subsidiaries is entitled under any provision of any agreement, contract consummate the transactions contemplated hereby or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (InvenTrust Properties Corp.)

No Conflict. Other than Except as set forth in Section 4.3(d) of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActBelden Disclosure Schedule, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Agreemexx xx Belden does not, and the consummation by Premier Belden of the transactions contemplated hereby and therebycompliance by Belden with the provisions of this Agreement will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeconflict with, or to prevent result in any violation of, or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, require any consent, waiver or gives approval under, give rise to any right of terminationtermination or other right, or the cancellation or acceleration of any right or obligation or loss of Premier a benefit under, or result in the creation of any Lien upon any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Belden or any of its Subsidiaries or any licenserestriction on the conduct of Xxxxxn's business or operations under, (A) the Belden Organizational Dxxxxxxxx or the Belden Subsidiary Organizationax Xxxxments, (B) any Contract, permit, xxxxxxsion, franchise, permit license or other similar authorization held by Premier applicable to Belden or any of its SubsidiariesSubsidiaries or their respective properties or assets, except(C) any material judgment, order or decree, or (D) subject to the governmental filings and other matters referred to in Section 4.3(e), any statute, law, ordinance, rule or regulation applicable to Belden or any of its Subsidiaries or their respective properties or asxxxx, other than, in the case of clauses clause (ii) and (iiiB), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellationrestrictions or Liens, acceleration or loss that failure to obtain consents, waivers or approvals, which would not reasonably be likely to have a material adverse effect Material Adverse Effect on Premier or any of its Subsidiaries taken as a wholeBelden.

Appears in 1 contract

Samples: Merger Agreement (Belden Inc)

No Conflict. Other than the filing The execution, delivery and performance by Target of this Agreement and any Related Agreement to which Target is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither , will not contravene, conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit, result in the execution and delivery creation or imposition of this Purchase Agreement any Lien under or materially impair Target’s rights or alter the Registration Rights Agreement by Premier nor the consummation by Premier rights or obligations of the transactions contemplated hereby or therebya third party under (any such event, nor compliance by Premier with any of the provisions hereof or thereof a “Target Conflict”) (i) conflicts with or results in any breach provision of the Articles Target Charter Documents or the equivalent organizational documents of Incorporation or bylaws any of PremierTarget’s Subsidiaries, (ii) contravenes, conflicts with any Target Material Contract to which Target or would constitute any Subsidiary is a violation party (or pursuant to which any of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertheir respective assets are bound), or (iii) constitutes a default under any judgment, injunction, order, decree, statute, law, ordinance, rule or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Target or any of its Subsidiaries or any license, franchise, permit of the properties (whether tangible or other similar authorization held by Premier intangible) or assets of Target or any of its Subsidiaries. Section 2.5 of the Target Disclosure Letter sets forth all necessary consents, exceptwaivers and approvals of parties or third-party beneficiaries to any Target Contracts as are required thereunder in connection with the Merger, in the case of clauses (ii) and (iii), or for any such contraventionTarget Contract to remain in full force and effect without limitation, conflictmodification or alteration after the Effective Time so as to preserve all rights of, violationand benefits to, defaultTarget and its Subsidiaries, terminationunder such Target Contracts from and after the Effective Time. Following the Effective Time, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any the Surviving Corporation will be permitted to exercise all of its rights under the Target Contracts without the payment of any additional amounts or consideration other than ongoing obligations, fees, royalties or payments which Target or its Subsidiaries taken as a wholewould otherwise be required to satisfy, perform or pay pursuant to the terms of such Target Contracts had the transactions contemplated by this Agreement not occurred.

Appears in 1 contract

Samples: Acquisition Agreement (Raser Technologies Inc)

No Conflict. Other Except as set forth in Section 2.4 of the Sellers Disclosure Schedule, the execution and the delivery of this Agreement, the consummation by Sellers, the Camuto Owners and the Acquired Companies of the Transactions and the Pre-Closing Transactions, the prior transfer of interests in Group and Consulting to the Camuto Owners after the death of Xxxxxxx Xxxxxx by the Camuto Estate, the Xxxxx Xxxxxx Revocable Trust, the Camuto Trusts and by operation of law (the “Estate Transactions”), the performance by Sellers, the Camuto Owners and the Acquired Companies of their obligations hereunder and thereunder will not, with or without notice or lapse of time or both: (a) violate any provision of the Organizational Documents of any of the Acquired Companies; (b) violate any Law or Order to which any Acquired Company is subject; (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party thereto the right to accelerate, terminate, recapture any real property, modify or cancel or require any notice under any Material Contract or Lease; or (d) result in the imposition of any Encumbrance (other than Permitted Encumbrances and other than Encumbrances arising out of acts of Buyers or their Affiliates) upon any Assets, except in the filing case of clauses (b) and (c) as would not reasonably be expected to have a Form 4 Business Material Adverse Effect. Except for any notices and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actfilings under, and no compliance with other applicable requirements of, the HSR Act none of the Acquired Companies is required by Law, Contract or otherwise to give any notice to, make any filing withwith or obtain any authorization, and no permitconsent or approval of any Governmental Body in order to consummate the Transactions or the Pre-Closing Transactions except for any notice, filing, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be madegiven, made or obtained would not be, or would not reasonably be expected to be, individually or in the aggregate, could not reasonably be expected material to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeBusiness.

Appears in 1 contract

Samples: Securities Purchase Agreement (DSW Inc.)

No Conflict. Other than the filing (a) The execution and delivery by each of a Form 4 Parent, Merger Sub I and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub II of this Purchase Agreement or the Registration Rights and any Related Agreement by Premier to which it is a party, and the consummation by Premier each of Parent and Merger Sub of the transactions contemplated hereby and thereby, except for shall not (1) result in the creation of any Lien (other than a Permitted Lien) on any of the material assets of Parent or its subsidiaries or any of the Equity Interests of Parent or its Subsidiaries or (2) conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) (x) the Parent Organizational Documents or the Organizational Documents of the Merger Subs or (y) any Law or Order applicable to Parent or the Merger Subs, other than, in the case of this clause (y), such filings the failure of which to be madeconflicts, violations or defaults as would not, individually or in the aggregate, could not reasonably be expected to have (i) result in a material adverse effect on Premier, Material Adverse Effect with respect to Parent and its Subsidiaries, taken as a whole, whole or to (ii) prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby and thereby. Neither by this Agreement. (b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyhereby, nor compliance by Premier with any of the provisions hereof or thereof except for (i) conflicts with or results in any breach the filing of the Articles Certificates of Incorporation or bylaws of PremierMerger, (ii) contravenes, conflicts with the expiration or would constitute a violation early termination of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or the applicable waiting period under the HSR Act and (iii) constitutes a default under such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or gives rise made, would not materially and adversely affect, and would not reasonably be expected to adversely affect, Parent or any right of terminationits Subsidiaries’ ability to perform or comply with the covenants, cancellation agreements or acceleration obligations of any right or obligation of Premier the Company or any of its Subsidiaries herein or to a loss consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law. (c) No vote or other action of any benefit the stockholders of Parent is required by Law, the New York Stock Exchange rules, the Organizational Documents of Parent or the Merger Subs in order for Parent and Merger Subs to which Premier enter into this Agreement or any of its Subsidiaries is entitled under any provision of any agreement, contract the Related Agreements or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held consummate the transactions contemplated by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

Appears in 1 contract

Samples: Merger Agreement (Twilio Inc)

No Conflict. Other than The execution and delivery by the filing Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery , will not conflict with or result in any material violation of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier material default under (with or without notice or lapse of the transactions contemplated hereby time, or therebyboth) or give rise to a right of termination, nor compliance by Premier with cancellation, modification or acceleration of any material obligation or loss of the provisions hereof or thereof any material benefit under (any such event, a “Conflict”) (i) conflicts with or results in any breach provision of the Articles Charter Documents or the organizational documents of Incorporation or bylaws any of Premierits Subsidiaries, as amended, (ii) contravenesany mortgage, conflicts with indenture, lease (including, without limitation, all Lease Agreements), contract, covenant, plan, insurance policy or would constitute other agreement, instrument or commitment, permit, concession, franchise or license (each a violation “Contract” and collectively the “Contracts”) to which the Company is a party or by which any of any provision of any lawits properties or assets (whether tangible or intangible) are bound and that is required to be disclosed pursuant to Section 2.16 (each a “Material Contract” and collectively, regulation, judgment, injunction, order or decree binding upon Premierthe “Material Contracts”), or (iii) constitutes a default under any judgment, order, decree, statute, law, ordinance, rule or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier the Company or any of its Subsidiaries or any licenseof their respective properties or assets (whether tangible or intangible). Section 2.5 of the Disclosure Schedule sets forth all necessary notices, franchiseconsents, permit waivers and approvals as are required under any Contracts in connection with the Acquisition, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time so as to preserve all rights of, and benefits to, the Company and its Subsidiaries under such Contracts from and after the Effective Time. Following the Effective Time, the Company will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other similar authorization held by Premier than ongoing fees, royalties or payments which the Company or any of its Subsidiaries, except, in as the case may be, would otherwise be required to pay pursuant to the terms of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would Contracts had the transactions contemplated by this Agreement not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeoccurred.

Appears in 1 contract

Samples: Arrangement Agreement (Aruba Networks, Inc.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 3.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which Inovio Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held Inovio Intellectual Property owned by Premier Inovio or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. Inovio or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of Inovio, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, Inovio will be permitted to exercise all of Inovio’s rights or the rights of any of Inovio’s Subsidiaries, as the case may be, under such Contracts and all rights with respect to Inovio Intellectual Property under such Contracts to the same extent Inovio or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier Inovio or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) Inovio or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material Inovio Intellectual Property right not already so licensed by Inovio or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Inovio of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inovio Biomedical Corp)

No Conflict. Other than the filing of a Form 4 Except for consents and an amendment ----------- to Premier's report approvals separately listed on Schedule 13D under 3.04 and Schedule 3.08 to the Exchange ActSellers’ Disclosure Letter, Schedule 3.03 of the Sellers’ Disclosure Letter lists all consents, approvals, authorizations, filings, and no filing withnotifications required for the conveyance of the Assets to the LLC and the Purchaser or Purchaser Sub hereunder and the consummations of the other transactions contemplated hereby, free and no permitclear of all Encumbrances (other than Permitted Encumbrances), except to the extent that any such consent, approval, authorization, consent filing or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be madenotification would not, individually or in the aggregate, could not (A) prevent or materially delay the transactions contemplated hereby or (B) be reasonably expected, individually or in the aggregate, to be expected material to have a material adverse effect on Premierthe Assets, and the Business or its Subsidiariesoperations, in each case, taken as a whole. Assuming that all consents, approvals, authorizations and other actions described in Schedule 3.03 of the Sellers’ Disclosure Letter have been obtained and all filings and notifications listed in Schedule 3.03 of the Sellers’ Disclosure Letter have been made, the execution, delivery and performance of this Agreement, each other document or instrument executed pursuant to the terms of this Agreement and of the transactions contemplated hereby by the Cliffstar Companies does not and will not: (a) violate, conflict with or result in a breach of any provision of any Cliffstar Company’s Certificate of Incorporation, By-laws or other organizational document, as the case may be; (b) conflict with or violate any Law or Governmental Order applicable to any Cliffstar Company or by which any of its assets, properties or businesses is bound or affected; (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, increase in payment, revocation or cancellation of any provision under the terms of any Material Contract; or (d) result in the creation of any Encumbrance on any of the assets of any of the Cliffstar Companies (other than Permitted Encumbrances), except with respect to clauses (b), (c) and (d) to the extent that any such conflict, violation, breach, default, right of termination, amendment, acceleration, suspension, revocation, cancellation or Encumbrance would not, individually or in the aggregate, (A) prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby(B) be reasonably expected, nor compliance by Premier with any of the provisions hereof individually or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii)aggregate, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a to be material adverse effect on Premier or any of its Subsidiaries taken as a wholeto the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cott Corp /Cn/)

No Conflict. Other than (a) The execution, delivery and performance by the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Seller of this Purchase Agreement or and the Registration Rights Agreement by Premier Ancillary Agreements and the consummation by Premier the Seller of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could thereby will not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts violate or conflict with or results in any breach of the Articles of Incorporation Incorporation, as amended, or bylaws By-laws of Premierthe Seller (the "Company Organizational Documents"), (ii) contravenesassuming satisfaction of the requirements set forth in Section 4.2(b) below, conflicts with or would constitute a violation of violate any provision of Law to which the Seller is subject or violate or conflict with any law, regulationorder, judgment, injunction, order injunction or decree binding upon Premier, applicable to the Seller or (iii) constitutes except as set forth on Schedule 4.2(a), (A) violate, breach or constitute a default under under, (B) result in or gives rise give to any Person any right of termination, cancellation cancellation, acceleration or acceleration modification in or with respect to, (C) require Seller to obtain any consent, approval or action of, make any filing with or give any notice to any Person (other than any Governmental Authority) as a result of or under, (D) result in or give to any right Person any additional rights or obligation of Premier entitlement to increased, additional or any of its Subsidiaries guaranteed payments or to a performance under, (E) result in the loss of any material benefit to which Premier under, (F) or result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any of its Subsidiaries is entitled under the Purchased Assets pursuant to (with or without notice or the lapse of time or both), any provision of any material agreement, contract Contract, note, bond, mortgage, indenture, lease or other instrument binding on Premier upon the Seller or any of its Subsidiaries or any material license, franchise, permit or other similar authorization held by Premier the Seller. (b) The execution, delivery and performance by the Seller of this Agreement or the Ancillary Agreements and the consummation by the Seller of the transactions contemplated hereby and thereby do not require any consent, approval, order, authorization or action of, or any filing with or any notice to, any Governmental Authority with respect to the Seller, or any of its Subsidiariesthe Purchased Assets, exceptexcept for (i) Agency notices or consents listed on Schedule 4.2(b), in the case of clauses and (ii) such other consents and (iii)filings which, for any such contraventionif not obtained or made, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier reasonably be expected to prevent, or materially alter or delay, any of its Subsidiaries taken as a whole.the transactions contemplated by this Agreement. Seller makes no representation or warranty with respect to any notices or consents with respect to any Governmental Authority that Buyer may need to make or obtain in order to own the Purchased Assets or operate the Business following the Closing. 4.3 [Intentionally Omitted] 4.4

Appears in 1 contract

Samples: Asset Purchase Agreement (Irwin Financial Corp)

No Conflict. Other than (a) Subject to receipt of the filing of a Form 4 consents and an amendment ----------- approvals referred to Premier's report on Schedule 13D under in the Exchange Actfollowing sentence, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery of this Purchase Agreement by the Fund nor the consummation of the Merger or the other transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Partnership Agreement or the Registration Rights Agreement by Premier and the consummation by Premier certificate of formation of the transactions contemplated hereby and therebyFund, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund is subject, (iii) breach any provision of any material contract to which the Fund is a party, except for in the case of the foregoing (ii) or (iii) to the extent such filings the failure of which to be madeconflict or breach would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premierthe Fund or its ability to consummate the Merger or the other transactions contemplated hereby. Except for the consent to the Conversion (as defined in the Partnership Agreement) by the Advisory Board and the applicable Limited Partners pursuant to the Partnership Agreement or any Side Letters (as defined in the Partnership Agreement), all of which consents have been obtained, no other consent or approval from any person other than the Fund GP is required in connection with the execution and its Subsidiaries, taken as a whole, delivery of this Agreement or to prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement by the Fund GP nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Fund GP’s organizational documents, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund GP is subject, (iii) breach any provision of any material contract to which the Fund GP is a party, except in the case of the foregoing (ii) or (iii) to the extent such conflict or breach would not, individually or in the aggregate, have a material adverse effect on the Fund GP’s ability to consummate the transactions contemplated hereby. Except as set forth in Section 4.3(a), the Fund is not and thereby. Neither will not be required to obtain any consent or approval from any person in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

Appears in 1 contract

Samples: Merger Agreement (Varagon Capital Corp.)

No Conflict. Other than Except as disclosed in Section 3.01(q) of the filing of a Form 4 Seller Disclosure Schedule and an amendment ----------- subject to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or required approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement by the Required Seller Vote and approval of this Agreement and the issuance of the Buyer Shares under this Agreement by the Required Buyer Vote, the receipt of the required approvals or consents of Regulatory Authorities and Governmental Authorities, or the Registration Rights Agreement by Premier provision of any notice required thereto, the expiration of applicable regulatory waiting periods and the required filings under federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation by Premier of the transactions contemplated hereby by Seller and therebySeller Sub do not and will not (i) conflict with, except for 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”) applicable to Seller or Seller Sub or any of their respective properties; (B) the articles of incorporation or code of regulations (or comparable governing instruments) of Seller, or the governing instruments of Seller Sub; (C) any material agreement, indenture or instrument to which Seller or Seller Sub is a party or by which it or 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 Seller or Seller Sub, other than, in the case of clauses (A), (C) and (D), any such filings the failure of which to be madeconflicts, violations, breaches or defaults that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier 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 Seller or any of its Subsidiaries taken as 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 wholematerial adverse effect on Seller; 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 Seller or any of the Seller Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not have a material adverse effect on Seller.

Appears in 1 contract

Samples: Merger Agreement (Wesbanco Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary (a) Except for the execution Required Consents set forth on the Required Consents Schedule, none of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by Buyer of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier of the transactions contemplated hereby or thereby, nor or the compliance by Premier Buyer or any of the Fortress Fund Entities with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach or violation of the Articles any terms of Incorporation provisions of its Organizational Documents or bylaws of Premier, (ii) contravenes, conflicts with or would constitute result in a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierLaw, or (iii) constitutes a with or without notice or lapse of time (or both), result in any violation of or default under (or gives give rise to any a right of termination, cancellation cancellation, vesting, amendment, acceleration, purchase or acceleration sale under), or result in the triggering of any right payment or obligation creation of Premier a Lien (other than a Permitted Lien or Liens created by this Agreement) upon any of its Subsidiaries the properties or to a loss assets of Buyer pursuant to, any benefit Contract to which Premier Buyer is a party or any of by which Buyer or its Subsidiaries is entitled under any provision of any agreement, contract properties or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses (ii) and or (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, default, termination, cancellation, acceleration terminations or loss that cancellations or other consequences as would not have reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of Buyer to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a material adverse effect party or consummate the transactions contemplated hereby or thereby. (b) Except for the Required Consents set forth on Premier the Required Consents Schedule, no consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to any Governmental Entity or other Person is required on the part of Buyer in connection with the execution and delivery by Buyer of this Agreement or the other Transaction Documents to which it is a party or the consummation by Buyer of the transactions contemplated hereby or thereby, except for such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to enter into and perform its Subsidiaries taken as obligations under this Agreement or the Transaction Documents to which it is a wholeparty or consummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Purchase Agreement (Colony Capital, Inc.)

No Conflict. Other than Neither execution and delivery of this Agreement by Parent, Federal or Acquisition Sub, nor the filing performance by Parent, Federal or Acquisition Sub of its obligations hereunder, nor the consummation by Parent, Federal or Acquisition Sub of the transactions contemplated hereby will (a) conflict with or result in a Form 4 and an amendment ----------- violation of any provision of the Certificate of Incorporation or by-laws of Parent, Federal or Acquisition 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 default under, or result in any right to Premier's report on Schedule 13D accelerate or result in the creation of any lien, charge or encumbrance pursuant to, or right of termination under, any provision of any note, mortgage, indenture, lease, instrument or other agreement, Permit, concession, grant, franchise, license, judgment, order, decree, statute, ordinance, rule or regulation to which Parent, Federal, Acquisition Sub or any of Parent’s other Subsidiaries is a party or by which any of them or any of their assets or properties is bound or which is applicable to any of them or any of their assets or properties. Except for filings that may be required under the Exchange HSR Act, and no filing with, and no permit, authorization, consent or approval of, or filing with or notice to, any Governmental Authority Entity is necessary for the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier and Parent, Federal or Acquisition Sub or the consummation by Premier Parent, Federal or Acquisition Sub of the transactions contemplated hereby and therebyhereby, except for such filings the failure of consents, authorizations, filings, approvals and registrations which to be madeif not obtained or made would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby Transaction by Parent, Federal or Acquisition Sub. B3 Financing. Parent has entered into a $350,000,000 term loan and therebya $200,000,000 revolving credit facility to permit Acquisition Sub to consummate the Transaction. Neither the execution A Intellectual Property Agreement B Press Releases C Form of Opinion of Counsel to American Management Systems, Incorporated (Axxxxx & Pxxxxx LLP) D Form of Opinion of Counsel to American Management Systems, Incorporated (Rxxxxxxx, Xxxxxx & Finger, P.A.) E Forms of Arrow Employee Confidentiality and delivery Intellectual Property Rights Agreement 1. 3A Dagger Consultants 1.3B Dagger Employees 2.1.1 Dagger Engagements 2.1.2 Dagger Completed Engagements 2.1.4 Dagger Leases 2.1.8 Dagger Tangible Assets 2.1.12 Permits 2.2 Excluded Assets 5.1 Conduct of this Business of Arrow 6.7.1 Tax Matters — Allocation of Purchase Agreement or the Registration Price A1 Corporate Status A2 Dagger Subsidiaries A3.2 No Conflict A4 Financial Statements A5 Absence of Material Adverse Changes A6 Absence of Undisclosed LiabilitiesA9.5 A7 Compliance with Applicable Law, Charter and By-Laws A8 Litigation and A9.1 Tax Matters — Filing of Returns A9.5 Collapsible Corporations, Golden Parachutes, Real Property Holding Corporations A10.1 Employee Benefit Plans — List of Plans/ Plan Determinations A10.4(a) Employee Benefit Plans — Dagger Subsidiaries’ Plans — List of Plans A10.4(b) Employee Benefit Plans — Dagger Subsidiaries’ Plans — Multiemployer Plans A10.4(d) Employee Benefit Plans — Dagger Subsidiaries’ Plans — Acceleration of Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (iA10.4(h) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Employee Benefit Plans — Dagger Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.’ Plans — Retiree Benefits A11.1 Employment-Related Matters — Labor Relations A12.1 Environmental — Environmental Laws A12.2 Environmental — Environmental Claims

Appears in 1 contract

Samples: Asset Purchase Agreement (Cgi Group Inc)

No Conflict. Other than Except as disclosed in Section 3.01(q) of the filing of a Form 4 Seller Disclosure Schedule and an amendment ----------- subject to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution required adoption of this Purchase Agreement or the Registration Rights Agreement by Premier the shareholders of Seller, the receipt of the required approvals of Regulatory Authorities and Governmental Authorities, the expiration of applicable regulatory waiting periods and the required filings under federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation by Premier of the transactions contemplated hereby hereby, by Seller and therebyWI Sub do not and will not (i) conflict with, except for 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") applicable to Seller or any of the Seller Subsidiaries or any of their respective properties; (B) the Articles of Incorporation or Code of Regulations of Seller, or the governing instruments of any of the Seller Subsidiaries; (C) any material agreement, indenture or instrument to which Seller or any of the Seller Subsidiaries is a party or by which it or 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 Seller or any of the Seller Subsidiaries, other than, in the case of clauses (A), (C) and (D), any such filings the failure of which to be madeconflicts, violations, breaches or defaults that individually or in the aggregate, could aggregate would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, Seller; (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation result in the creation or acceleration of any right security interest, mortgage, option, claim, lien, charge or obligation encumbrance upon or interest in any property of Premier Seller or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its the Seller Subsidiaries, exceptother than such security interests, mortgages, options, claims, liens, charges or encumbrances that individually or in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that aggregate would not reasonably be expected to have a material adverse effect on Premier Seller; 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 Seller or any of its Subsidiaries taken as the 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 wholematerial adverse effect on Seller.

Appears in 1 contract

Samples: Merger Agreement (Wesbanco Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the (a) The execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent does not and will not, and the consummation by Premier Parent of the Merger and the other transactions contemplated hereby will not (i) conflict with or therebyresult in a breach or violation of any provision of the certificate or articles of incorporation or bylaws of Parent or any of its Subsidiaries; (ii) violate, nor compliance by Premier 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 creation of any Lien upon any of the provisions hereof properties of Parent or thereof (i) conflicts with or results in any breach of its Subsidiaries under, any of the Articles terms, conditions or provisions of Incorporation any Parent Material Contract; or bylaws of Premier(iii) subject to the filings and other matters referred to in Section 4.6(b) and obtaining the Parent Stockholder Approval, (ii) contravenescontravene or conflict with, conflicts with or would constitute a violation of any provision of of, or trigger any lawliability or obligation under, regulationany Applicable Law, judgment, injunction, order Order or decree Parent Permit binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, exceptother than, in the case of clauses (ii) and (iii), for any such contraventionviolations, conflictconflicts, violationbreaches, defaultdefaults, terminationterminations, cancellationcancellations, acceleration liabilities, obligations, Liens or loss that would contraventions, that, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on Premier Parent Material Adverse Effect. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by either of them of the Merger and the other transactions contemplated hereby will require Parent, Merger Sub or any of its Parent’s Subsidiaries taken 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 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 Exchange Act, (B) the S-4 and (C) reports required under the Exchange Act, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” law in connection with the transactions contemplated hereby (the “Blue Sky Approvals”), (iv) such filings with and approvals of the NYSE to approve and authorize for listing the shares of Parent Common Stock to be issued in the Merger pursuant to Section 1.9 (the “NYSE Approval”), (v) the filing of the Articles of Merger with the Department of State of the State of Florida and the filing of appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, and (vi) to the extent required, notice to and the approval of (X) the FPSC, (Y) the Delaware Public Service Commission (the “DPSC”) and (Z) the Maryland Public Service Commission (the “MPSC”), except for any consent, approval, qualification, 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 wholeParent Material Adverse Effect. Notifications and approvals required under or in relation to clause (vi), collectively with the Company FPSC Approval, are hereinafter referred to as the “Utility Approvals.” Consents, approvals, authorizations, orders, declarations, notifications, filings and registrations required under or in relation to any of the foregoing clauses (i) through (vi), collectively with the Company Consents, are hereinafter referred to as the “Specified 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) Parent Material Contract, (ii) Parent 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 GAAP, or (iii) material Parent Permit.

Appears in 1 contract

Samples: Merger Agreement (Florida Public Utilities Co)

No Conflict. Other than Neither the filing execution, delivery and performance by the Seller of this Agreement or any of the Ancillary Agreements to which the Seller is a Form 4 party nor the consummation or performance of any of the transactions contemplated hereby or thereby will, directly or indirectly: (a) contravene, conflict with, or result in a breach or violation of any provision of the organizational documents of the Seller; (b) contravene, conflict with, or result in a breach or violation of, or give any Governmental Body the right to challenge any of the transactions contemplated hereby or to exercise any remedy or obtain relief under, any Legal Requirement or any Order to which the Seller or the Subject Shares may be subject; (c) contravene, conflict with, or result in a breach or violation of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any material Contract to which the Seller is subject; or (d) result in the imposition of any Lien, claim or restriction upon or with respect to any of the Subject Shares except for restrictions on the transfer of unregistered securities under applicable securities laws; provided, that, assuming the truthfulness and an amendment ----------- correctness of the Buyer’s investment purpose warranties and representations set forth in Section 6.1.5 below, no such restrictions on the transfer of unregistered securities under applicable securities laws shall apply to Premier's report on Schedule 13D under the Exchange Acttransfer of the Subject Shares contemplated hereunder. No action, and no consent, approval, Order or authorization of, or registration, declaration or filing with, and no permit, authorization, consent or approval of, any Governmental Authority Body is necessary for required to be obtained or made in connection with the execution and delivery by the Seller of this Purchase Agreement and the Ancillary Agreements to which the Seller is a party or the Registration Rights Agreement by Premier and the consummation by Premier the Seller of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landec Corp \Ca\)

No Conflict. Other than Except as disclosed in Section 3.08 of the filing Disclosure Schedule, the execution, delivery and performance of a Form 4 the Operative Documents by the Company and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActParent, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier the Company and the Parent of the transactions contemplated hereby thereby do not and thereby, except for such filings the failure of which to be made, individually will not constitute or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with a conflict with, or results in a breach or violation of, the Company’s, the Parent’s or any breach of the Articles of Incorporation or bylaws of Premiertheir respective Subsidiaries’ Organizational Documents, (ii) contravenesassuming that all consents, conflicts approvals, authorizations and other actions described in Section 3.09 have been obtained and all filings and obligations described in Section 3.09 have been made or complied with, a conflict with or would constitute a violation of any provision Law applicable to the Parent and the Company or any Subsidiary or by which any material property or Asset of the Company, the Parent or any lawSubsidiary is bound or affected, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a breach or violation of, a default under or gives rise to any right of terminationunder, cancellation or the acceleration of any right obligations under, or obligation the creation of Premier any Lien (with or without notice, lapse of time or both) on the Assets of the Company, the Parent or any of its their respective Subsidiaries or to a loss of pursuant to, any benefit to which Premier Contract binding upon the Company, the Parent or any of its their respective Subsidiaries is entitled under or any provision of any agreementLaw or governmental or non-governmental permit or license to which the Company, contract or other instrument binding on Premier the Parent or any of its their respective Subsidiaries is subject or (iv) any license, franchise, permit change in the rights or other similar authorization held by Premier or obligations of any party under any of its Subsidiariesthe Contracts, except, in the case of clauses (iiiii) and or (iii)iv) above, for any such contraventionconflict, conflictbreach, violation, default, terminationacceleration, cancellationcreation or change that, acceleration individually or loss that in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Premier Material Adverse Effect or any prevent, materially delay or impair the ability of its the Company or the Parent to consummate the transactions contemplated by this Agreement. Section 3.08 of the Disclosure Schedule sets forth a correct and complete list of Contracts, as of the date hereof, of the Company, the Parent and their respective Subsidiaries taken as a wholepursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (iii) and (iv) above).

Appears in 1 contract

Samples: Purchase Agreement (Terrestar Corp)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except for those set forth on Schedule 13D under 4.3(a) (collectively, the Exchange Act“Buyer Required Governmental Authorizations”), and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of the Buyer in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by the Buyer or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, materially impede or to prevent or materially delay the consummation Closing or the ability of the Buyer to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a party as of the Closing, (ii) those that may be required because of the Seller’s participation in the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (iii) those customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 4.3(b) and assuming receipt of the Buyer Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any the Buyer and the performance by the Buyer of the provisions hereof or thereof Buyer’s obligations hereunder and thereunder, will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of PremierBuyer, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under constitute or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, any material Contract to which the Buyer is a party or by which the Buyer or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which the Buyer is subject or (iv) the creation or imposition of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesLien, except, in the case of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any such contraventionindividually or in the aggregate, conflict, violation, default, termination, cancellation, acceleration reasonably be expected to materially impede or loss that would not have delay the Closing or the ability of the Buyer to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a material adverse effect on Premier or any party as of its Subsidiaries taken as a wholethe Closing.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Martin Midstream Partners L.P.)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D (a) Except under the Exchange Actagreements specifically relating to Indebtedness described in Section 5.12(d) (with respect to which Section 3.6 of the CDM Disclosure Letter identifies the effects thereunder that will occur upon consummation of the Closing), and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery by CDM of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier CDM of the transactions contemplated hereby and thereby, except for such filings by this Agreement in accordance with the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions terms hereof or thereof will (i) conflicts conflict with or results result in any a breach of any provisions of the Articles certificate or agreement of Incorporation or bylaws limited partnership of PremierCDM, as amended and in effect on the date hereof (the “CDM Partnership Agreement”), true, complete and correct copies of which have been provided to Regency, (ii) contravenesviolate, conflicts or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of CDM under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to CDM under, any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which CDM is a party, or by which CDM or any of its properties may be bound or subject, other than, with respect to all of the foregoing, any violation, conflict, breach, default, termination, right of termination or cancellation, right of purchase, acceleration or Lien arising under any prohibition on assignment included under any document referred to above in this clause (ii) resulting solely from the fact that the surviving entity in the Merger is the Surviving Company instead of CDM (and, for purposes of clarity, this clause shall in no way limit the other provisions of this clause (a) relating to a change of control of CDM), or (iii) subject to the filings and other matters referred to in Section 3.6(b), contravene or conflict with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order Applicable Laws or judgment or decree binding upon Premieror applicable to CDM, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, that have not had and are not reasonably likely to have a CDM Material Adverse Effect. (b) Neither the execution and delivery by CDM of this Agreement nor the consummation by CDM 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 Agency, other than (i) filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR 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 each of the States of Texas and 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 CDM 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 CDM Material Contract or (ii) any contract or plan under which any employees, officers or directors of CDM 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 generally accepted accounting principles as in effect on the date of this Agreement, as recognized by the U.S. Financial Accounting Standards Board (“GAAP”), or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCDM Permit.

Appears in 1 contract

Samples: Merger Agreement (Regency Energy Partners LP)

No Conflict. Other than The execution, delivery and performance by the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Seller of this Purchase Agreement or and the Registration Rights Agreement by Premier Ancillary Agreements to which the Seller is a party, and the consummation by Premier the Seller of the transactions contemplated hereby and therebythereby do not and will not, with or without the giving of notice or the lapse of time, or both, (w) violate any provision of law, rule or regulation to which the Seller is subject, (x) violate any order, judgment or decree applicable to the Seller, (y) violate any provision of the articles of incorporation, bylaws or other governance documents of the Seller or (z) violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the cancellation, termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any assets or property, whether tangible or intangible, or give to others any interests or rights therein under, any indenture, deed of trust, mortgage, loan or credit agreement, license, permit, contract, lease, or other agreement, instrument or commitment to which the Seller is a party or by which the Seller may be bound or affected, except for any such filings the failure of which to be madeviolations, individually breaches, defaults, required consents, terminations, accelerations, Encumbrances or rights that in the aggregate, could aggregate would not reasonably be expected materially hinder or impair the ability of the Seller to have a material adverse effect on Premier, and perform its Subsidiaries, taken as a whole, obligations hereunder or to prevent or materially delay the consummation of consummate the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholehereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intelligent Systems Corp)

No Conflict. Other than (a) The execution and delivery of this Agreement and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActOption Agreement do not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by this Agreement and thereby. Neither the execution Option Agreement and delivery compliance with the provisions of this Purchase Agreement and the Option Agreement will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby result in any violation of, or thereby, nor compliance by Premier with any of the provisions hereof or thereof default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation loss of Premier a benefit under, or result in the creation of any Lien upon any of the properties or assets of Lucent or Acquisition or any of Lucent's other Subsidiaries under, (i) the charter documents of Lucent or Acquisition, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to Lucent or Acquisition or any of Lucent's other Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 3.4(b), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Lucent or any of its Subsidiaries or to a loss of any benefit to which Premier their respective properties or any of its Subsidiaries is entitled under any provision of any agreementassets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses paragraph (b), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on Lucent. (b) No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Lucent or Acquisition in connection with the execution and delivery of this Agreement by Lucent and Acquisition or the execution and delivery of the Option Agreement by Lucent or the consummation by Lucent and Acquisition of the transactions contemplated by this Agreement or the consummation by Lucent of the transactions contemplated by the Option Agreement, except for (i) the filing of a premerger notification and report form by Lucent under the HSR Act and any applicable filings and approvals under similar foreign antitrust laws and regulations; (ii) the filing with the SEC of (A) the Lucent Registration Statement and (iiiB) such reports under Section 13(a), for any 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the Option Agreement and the transactions contemplated by this Agreement and the Option Agreement; (iii) the filing of the Articles of Merger with the Secretary of State of the State of Washington and appropriate documents with the relevant authorities of other states in which Lucent is qualified to do business; (iv) such contraventionfilings with and approvals of the NYSE to permit the shares of Lucent Common Stock that are to be issued in the Merger to be listed on the NYSE; (v) filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws and (vi) such consents, conflictapprovals, violation, default, termination, cancellation, acceleration orders or loss that would authorizations the failure of which to be made or obtained individually or in the aggregate could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier or any of its Subsidiaries taken as a wholeLucent.

Appears in 1 contract

Samples: Merger Agreement (Mosaix Inc)

No Conflict. Other than the filing Assuming that approval of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actthis Agreement by RHC remains effective, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby will not require notice to, or the consent of, any party to any contract, lease, agreement, mortgage or indenture (each a "Contract") to which such Seller is a party or by which it is bound, or the consent, approval, order or authorization of, or the registration, declaration or filing with, any governmental authority, except for those (i) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if any, (ii) required by the Nevada Gaming Commission (the "Gaming Commission"), the Nevada State Gaming Control Board (the "Control Board"), the City of Las Vegas ("Las Vegas") and therebythe Xxxxx County Liquor and Gaming Licensing Board (the "CCB") (the Gaming Commission, the Control Board, Las Vegas and the CCB are collectively referred to as the "Gaming Authorities"), including, without limitation, approvals under the Nevada Gaming Control Act, as amended, and the rules and regulations promulgated thereunder (the "Nevada Act") or (iii) set forth on Schedule 2.1(d) hereto. Neither Assuming that the execution notices, consents and approvals referred to in the preceding sentence have been given, made or obtained and remain effective, the execution, delivery and performance by such Seller of this Purchase Agreement or the Registration Rights Agreement by Premier nor and the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (i) conflicts with violate any law, statute, ordinance, regulation, rule or results in order of any breach of the Articles of Incorporation Federal or bylaws of PremierNevada authority (collectively, "Laws"), (ii) contravenes, conflicts with result in a breach or would constitute a violation of any provision of, constitute a default under, or result in the termination of, or an acceleration of indebtedness or creation of any lawLien under, regulation, judgment, injunction, order any material contract to which such Seller is a party or decree binding upon Premier, by which it is bound or (iii) constitutes a default under conflict with or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under violate any provision of any agreement, contract or other instrument binding on Premier or any the organizational documents of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeSeller.

Appears in 1 contract

Samples: Option and Voting Agreement (Paulson Allen E)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Except as set forth in Section 5.2(b) of the transactions contemplated hereby and therebyParent Disclosure Letter, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or and the Registration Rights Escrow Agreement by Premier nor do not, and subject to the Parent Stockholder Approval the consummation by Premier of the Merger and the other transactions contemplated hereby or thereby, nor and thereby and compliance by Premier with any of the provisions hereof of this Agreement will not, directly or thereof indirectly, contravene, conflict with, or result in any violation of, or default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation under any provision of (i) the Certificate of Incorporation of Parent, the By-Laws of Parent or obligation the comparable organizational documents of Premier any of its Subsidiaries (ii) any resolutions adopted by the Board of Directors or the stockholders of Parent or any of its Subsidiaries or (iii) subject to a loss of the filings and other matters referred to in the immediately following sentence, (A) any benefit Contract to which Premier Parent or any of its Subsidiaries is entitled under a party or by which any provision of its or their respective assets are bound or (B) any agreementLaw or Judgment, contract or other instrument binding on Premier in each case applicable to Parent or any of its Subsidiaries or any licenseits or their respective assets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and this clause (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration or loss amendments that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent 28 Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform their respective obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby and thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries taken in connection with the execution, delivery and performance of this Agreement or the Escrow Agreement by Parent or the Merger Sub or the consummation by Parent or the Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Escrow Agreement, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Form S-4 (y) the Joint Proxy Statement and (z) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement and the transactions contemplated hereby, (III) the filing of the Parent Certificate of Incorporation Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a wholeParent Material Adverse Effect or (y) would not reasonably be expected to materially impair Parent’s ability to perform its obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Merger Agreement (Thompson Anthony W)

No Conflict. 4.2.1 Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier as disclosed in Section 4.2.1 of the transactions contemplated hereby and therebyDisclosure Letter, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Sellers does not, and the consummation by Premier Sellers of the transactions contemplated hereby or therebyby this Agreement will not, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with conflict with, or results result in any violation or breach of, any provision of the Articles articles of Incorporation or bylaws organization of PremierSellers, (ii) contravenesresult in any violation or breach of, conflicts or constitute (with or would constitute a violation without notice or lapse of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or both) a material default (iii) constitutes a default under or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, trust agreement, mortgage, indenture, lease, contract or other agreement, instrument or obligation of Premier to which a Seller is a party or by which such Seller or any of its Subsidiaries properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.2.2, conflict with or violate in any material respect any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to a loss of any benefit to which Premier Seller or any of its Subsidiaries is entitled under any provision of any agreementrespective properties or assets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses (ii) and (iii), ) for any such contraventionconflicts, conflictviolations, violationdefaults, defaultterminations, terminationcancellations, cancellation, acceleration or loss that accelerations which would not have materially impair or delay the Closing. 4.2.2 To Sellers’ knowledge, no consent, approval, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency, commission, gaming authority or other governmental entity or instrumentality, in their capacity as a material adverse effect on Premier governing body as opposed to an owner of any Sellers’ Leased Property (“Governmental Entity”) is required by or with respect to a Seller in connection with the execution and delivery of this Agreement or any ancillary agreement by Sellers or the consummation by Sellers of its Subsidiaries taken the transactions contemplated hereby and thereby, except for the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as a wholeamended (“HSR Act”), if applicable.

Appears in 1 contract

Samples: Agreement for the Sale and Purchase of Real Estate (Pinnacle Entertainment Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by the Borrower ----------- of this Purchase Agreement or the Registration Rights Agreement by Premier and Loan Documents to which the Borrower is a party nor the consummation by Premier of the transactions herein or therein contemplated hereby nor compliance with the terms and therebyprovisions hereof or thereof by the Borrower will (a) conflict with, except for such filings constitute a default under or result in any breach of (i) the failure terms and conditions of the certificate of incorporation, by-laws or other organizational documents of the Borrower or (ii) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to be madewhich it is subject, individually which conflict, default or breach would cause a Material Adverse Change, or (b) result in the aggregatecreation or enforcement of any Lien upon any property (now or hereafter acquired) of the Borrower (other than the Permitted Liens). (b) Neither the execution and delivery by a Subsidiary Guarantor of a Subsidiary Guaranty, could not reasonably be expected a Subsidiary Security Agreement or the other Security Documents to have which such Subsidiary Guarantor is a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay party nor the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of by this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, other Loan Documents nor compliance by Premier with any of the terms and provisions hereof or thereof by such Subsidiary Guarantor will (ia) conflicts with conflict with, constitute a default under or results result in any breach of (i) the Articles terms and conditions of Incorporation the articles of incorporation, by-laws or bylaws other organizational documents of Premier, such Subsidiary or (ii) contravenesany Law or any agreement or instrument or order, conflicts with or would constitute a violation of any provision of any law, regulationwrit, judgment, injunction, order injunction or decree binding upon Premierto which such Subsidiary is a party or by which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (iiib) constitutes a default under result in the creation or gives rise to any right of termination, cancellation or acceleration enforcement of any right Lien upon any property (now or obligation hereafter acquired) of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or such Subsidiary (other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in than the case of clauses (ii) and (iiiPermitted Liens), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Revolving Credit and Letter of Credit Issuance Agreement (Carbide Graphite Group Inc /De/)

No Conflict. Other than (a) The execution, delivery and performance of this Agreement and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAncillary Agreements by such Seller does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement Transaction by such Seller will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives give rise to any a right of termination, cancellation or acceleration of any right or obligation with notice, lapse of Premier time or both, or result in the creation of any Lien on any of the properties or assets of such Seller, under, (i) any Contract to which such Seller is a party or by which any of such Seller's properties or assets are bound, (ii) any Judgment applicable to such Seller or any of its Subsidiaries such Seller's properties or assets, (iii) to a loss the knowledge of such Seller, and subject to the matters referred to in Section 2.05(b), any benefit Applicable Law applicable to which Premier such Seller or any of its Subsidiaries such Seller's properties or assets or (iv) with respect to any Seller that is entitled under any provision of any a trust, partnership, limited liability company or corporation, the trust agreement, contract partnership agreement, limited liability company agreement, articles of incorporation, or other instrument binding on Premier or any corporate formation documents of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptsuch Seller, in the case of each of clauses (i), (ii) and (iii)) in a manner that could reasonably be expected to materially impair such Seller's ability to consummate the Transaction. (b) No Consent of, for or registration, declaration or filing with, or notice to any Governmental Entity is required to be obtained or made with respect to such contraventionSeller in connection with the execution, conflictdelivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Transaction, violationother than (i) compliance with and filings under the HSR Act and similar compliance and filings with non-U.S. Governmental Entities having authority over merger, defaultcontrol or competition laws, termination(ii) those that may be required solely by reason of the participation of Purchaser or Purchaser's affiliates in the Transaction, cancellation(iii) filings required under the Securities Act or the Exchange Act and (iv) those the failure of which to obtain or make, acceleration individually or loss that in the aggregate, would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholereasonably be expected to materially impair such Seller's ability to consummate the Transaction.

Appears in 1 contract

Samples: Purchase Agreement (Ionics Inc)

No Conflict. Other than Except for the filing necessary consents, waivers or approvals of third parties set forth in Section 2.6 of the Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither , will not contravene, conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit or result in the execution and delivery creation or imposition of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Lien (any such event a "Conflict") under (i) conflicts with or results in any breach provision of the Articles of Incorporation Charter Documents or bylaws of PremierSubsidiary Charter Documents, (ii) contravenesany resolution adopted by the board of directors of the Company, conflicts with (iii) any Contract, or would constitute a violation of (iv) any provision of any law, regulation, judgment, injunction, order order, decree, statute, law, ordinance, rule or decree binding upon Premier, regulation applicable to the Company or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier the Proxima Subsidiaries or any of its Subsidiaries their properties (whether tangible or intangible) or assets. Section 2.6 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to a loss of any benefit to which Premier Material Contracts as are required thereunder in connection with the transactions contemplated herein, or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contraventionMaterial Contract to remain in full force and effect without limitation, conflictmodification or alteration after the Closing so as to preserve all rights of, violationand benefits to the Company, defaultunder such Contracts from and after the Closing. Following the Closing, terminationthe Company or the Proxima Subsidiaries, cancellationas applicable, acceleration or loss that would not have a material adverse effect on Premier or any will be permitted to exercise all of its Subsidiaries taken rights under the Contracts without the payment of any additional amounts or consideration other than ongoing obligations, fees, royalties or payments which the Company or the Proxima Subsidiaries, as a wholeapplicable would otherwise be required to satisfy, perform or pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred. Neither the Company nor any Proxima Subsidiary is in violation of any term of or in default under (A) the Charter Documents (with respect to the Company), (B) the Subsidiary Charter Documents (with respect to the Proxima Subsidiaries) or (C) any Contract.

Appears in 1 contract

Samples: Stock Purchase Agreement (Compuware Corp)

No Conflict. Other than The execution and delivery of this Agreement by Seller and Guarantor and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActRelated Agreements do not, and no filing withSeller’s and Guarantor’s compliance with the terms and conditions hereof and thereof, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and therebyTransactions will not, conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to, any payment obligation, or a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a “Conflict”): (i) any provision of its Organizational Documents, (ii) any Law or Order applicable to the Acquired Assets, or (iii) any Acquired Contract. Neither the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier Related Agreements, nor the consummation by Premier of the transactions contemplated hereby Transactions, will result in the creation or therebyimposition of any Lien on the Acquired Assets. Section 5.1(c) of the Disclosure Schedules sets forth: (A) all necessary notices, nor compliance consents, waivers and approvals of any parties to any Material Contracts that are required thereunder in connection with the Transactions, or for any such Material Contracts to remain in full force and effect without limitation, modification, or alteration after the Closing so as to preserve all rights of, and benefits to, Purchaser or its designated Affiliate under such Material Contracts from and after the Closing, other than any limitation, modification, or alteration by Premier with Purchaser and (B) all necessary notices, consents, waivers and approvals of any Third Parties required in order to consummate the Transactions or in order to prevent the termination of any right, privilege, license or qualification of or affecting any of the provisions hereof Acquired Assets (that are not Contracts). Following the Closing, Purchaser or thereof (i) conflicts with its designated Affiliate will be permitted to exercise all of Purchaser’s or results in any breach of such designated Affiliate’s rights under the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation Acquired Contracts without the payment of any provision of any lawadditional amounts or consideration other than ongoing fees, regulation, judgment, injunction, order or decree binding upon Premierroyalties, or (iii) constitutes a default under payments that the applicable Seller or gives rise Affiliate would otherwise have been required to any right pay pursuant to the terms of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in such Acquired Contracts had the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would Transactions not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeoccurred.

Appears in 1 contract

Samples: Asset Purchase Agreement (VBI Vaccines Inc/Bc)

No Conflict. Other than (i) The sale, issuance and delivery of the filing Shares upon exercise of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation of the Rights Offering and the execution and delivery by Premier Xxxxx Corning of the Amendment and the performance of and compliance by Xxxxx Corning with all of the provisions hereof and of the Amended Plan and the consummation of the transactions contemplated hereby herein and therebytherein (including compliance by the Investor with its obligations hereunder and thereunder) (i) 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, except for to the extent provided in or contemplated by the Amended Plan, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Xxxxx Corning or any of its Subsidiaries is a party or by which Xxxxx Corning or any of its Subsidiaries is bound or to which any of the property or assets of Xxxxx Corning or any of its Subsidiaries is subject, (ii) will not result in any violation of the provisions of the Certificate of Incorporation or Bylaws of Xxxxx Corning included in the Registration Statement and as applicable to Xxxxx Corning from and after the Effective Date and (iii) will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over Xxxxx Corning or any of its Subsidiaries or any of their properties, except in any such filings the failure of which case described in subclause (i) or (iii) as will not have or could not reasonably be expected to be madehave, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Material Adverse Effect and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with except in any of the provisions hereof or thereof such case described in subclause (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any (x) the registration under the Securities Act of resales of the Shares following exercise of Rights, (y) filings with respect to and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Act (the “HSR Act”) relating to the placement of Shares with the Investor and (z) such contraventionconsents, conflictapprovals, violationauthorizations, default, termination, cancellation, acceleration registrations or loss that would not have a material adverse effect on Premier qualifications as may be required under state securities or any Blue Sky laws in connection with the purchase of its Subsidiaries taken as a wholethe Shares by the Investor.

Appears in 1 contract

Samples: Equity Commitment Agreement (Owens Corning)

No Conflict. Other than the filing (a) None of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by Parent of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier Parent of the transactions contemplated hereby or thereby, nor or the compliance by Premier Parent with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach of the Articles of Incorporation violation of, its Organizational Documents or bylaws of Premier, any Law or (ii) contravenesconflict with, conflicts with or would constitute a result in any violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives give rise to any a right of terminationtermination or cancellation under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Contract to which Premier Parent is a party or any of by which Parent or its Subsidiaries is entitled under any provision of any agreement, contract properties or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses this clause (ii), for such conflicts, violations, defaults, terminations or cancellations as would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of Parent to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (b) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to, any Governmental Authority is required on the part of Parent in connection with the execution and delivery by Parent of this Agreement or the Transaction Documents to which it is a party or the consummation by Parent of the transactions contemplated hereby or thereby, except for (i) such consents, waivers, approvals, ordes, permits, declarations, filings or notifications expressly contemplated herein or (ii) such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (iii)c) Parent has not made any general assignment for the benefit of creditors, become insolvent or filed a petition for voluntary bankruptcy or filed a petition or answer seeking reorganization or an arrangement or composition, extension or readjustment of its indebtedness or consented, in any such contraventioncreditors’ proceeding, conflict, violation, default, termination, cancellation, acceleration to the appointment of a receiver or loss that would not have a material adverse effect on Premier trustee of Parent for the property or any part thereof of its Subsidiaries taken as a wholeany of them or been named in an involuntary bankruptcy proceeding and to the Knowledge of Parent, no such actions are contemplated or have been threatened.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lightstone Value Plus Real Estate Investment Trust Ii Inc)

No Conflict. Other than the filing (a) None of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by Buyer of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier Buyer of the transactions contemplated hereby or thereby, nor or the compliance by Premier Buyer with any of the provisions hereof or thereof thereof, will (i) conflicts with conflict with, or results result in any breach violation of the Articles Organizational Documents of Incorporation Buyer or bylaws of Premier, any Law or (ii) contravenesconflict with, conflicts with or would constitute a result in any violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives give rise to any a right of terminationtermination or cancellation under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Contract to which Premier Buyer is a party or any of its Subsidiaries is entitled under any provision of any agreement, contract by which Buyer or other instrument binding on Premier Buyer’s properties or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses this clause (ii), for such conflicts, violations, defaults, terminations or cancellations as would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of Buyer to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (b) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to, any Governmental Authority is required on the part of Buyer in connection with the execution and delivery by Buyer of this Agreement or the Transaction Documents to which it is a party or the consummation by Buyer of the transactions contemplated hereby or thereby, except for (i) such consents, waivers, approvals, orders, Permits, declarations, filings and notificaitons expressly contemplated herein or (ii) such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to enter into and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration perform its obligations under this Agreement or loss that would not have the Transaction Documents to which it is a material adverse effect on Premier party or any of its Subsidiaries taken as a wholeconsummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lightstone Value Plus Real Estate Investment Trust Ii Inc)

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under 5.4, neither the Exchange Actexecution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, and no filing withdirectly or indirectly (with or without notice or lapse of time): (a) contravene, and no permitconflict with or result in a violation of any provision of the articles of incorporation or charter (or similar organizational documents) or bylaws, authorizationeach as in effect on the date hereof, consent or approval any currently effective resolution adopted by the board of directors or shareholders of, ISBF or any Governmental ISBF Subsidiary; (b) contravene, conflict with or result in a violation of, or give any Regulatory Authority is necessary for or other Person the execution of this Purchase Agreement or the Registration Rights Agreement by Premier valid and the consummation by Premier enforceable right to challenge any of the transactions contemplated hereby and therebyContemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which ISBF or any ISBF Subsidiary, or any of their respective 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 regulatory approvals necessitated by the Contemplated Transactions, including any such filings approvals under the failure of which to be madeFDI Act, individually or in the aggregateBHCA, could not reasonably be expected to have a material adverse effect on Premierthe IBCA, and its Subsidiariesthe Iowa Statutes, taken as including the Iowa Banking Act; (c) contravene, conflict with or result in a wholeviolation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to prevent accelerate the maturity or materially delay performance of, or to cancel, terminate or modify any material Contract to which ISBF or any ISBF Subsidiary is a party or by which any of their respective assets is bound; or (d) result in the consummation creation of any material lien, charge or encumbrance upon or with respect to any of the transactions contemplated hereby assets owned or used by ISBF or any ISBF Subsidiary. Except for the approvals referred to on Schedule 5.4 or in Section 8.1 and thereby. Neither the requisite approval of its shareholders, neither ISBF nor any ISBF Subsidiary is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier or performance of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeContemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Midwestone Financial Group Inc)

No Conflict. Other than the filing of a Form 4 The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, delivery by Buyer and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier other Transaction Documents to which Buyer or Merger Sub are parties and the consummation by Premier Buyer and Merger Sub of the transactions contemplated hereby and therebyContemplated 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, any Contract, agreement, Permit, license, authorization or obligation to which Buyer or Merger Sub is a party or by which Buyer or Merger Sub or any of their respective assets are bound (except for such other Consents, approvals, notices, declarations or filings the failure of which which, if not obtained or made, would not be reasonably likely to be madehave, individually or in the aggregate, could not reasonably be expected to have a Buyer Material Adverse Effect), (b) conflict with, or result in, any violation of any provision of the Governing Documents of Buyer or Merger Sub, (c) materially violate or result in a material adverse effect on Premierviolation of, or constitute a material default (whether after the giving of notice, lapse of time or both) under, any Applicable Law applicable to Buyer or Merger Sub, or (d) require from Buyer 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 pre-merger notification and report by Buyer under the HSR Act, and its Subsidiariesthe expiration or termination of applicable waiting periods thereunder, taken as a whole(ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) such other Consents, approvals, notices, declarations or to prevent filings which, if not obtained or made, would not be reasonably likely to, individually or in the aggregate, (A) prevent, hinder or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery Merger or (B) otherwise prevent, hinder or materially delay performance by Buyer or Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default their material obligations under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

Appears in 1 contract

Samples: Merger Agreement (Blueprint Medicines Corp)