No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSE.
Appears in 2 contracts
Samples: Investment Agreement (Great Atlantic & Pacific Tea Co Inc), Investment Agreement (Great Atlantic & Pacific Tea Co Inc)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement by each of Acquiror and Merger Sub and (in the case of Acquiror), upon receipt of the Acquiror Stockholder Approval and the Amended and Restated Stockholder Agreement do noteffectiveness of the Acquiror Charter Amendment, and the consummation of the Offering and the other transactions contemplated hereby do not and thereby and compliance will not (a) conflict with or violate any provision of, or result in the provisions breach of, the Acquiror Organizational Documents, any organizational documents of this Agreement and any Subsidiaries of Acquiror or any of the Amended and Restated Stockholder Agreement will notorganizational documents of Merger Sub, (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to each of Acquiror or Merger Sub or any of their respective properties or assets, (c) violate, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration breach of any obligation provision of or to the loss of any benefit under, constitute a benefit default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of such Investor, the Existing Investors any Contract to which each of Acquiror or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Merger Sub or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative their respective Subsidiaries is a party or by which any of the Investors’, the Existing Investors’ their respective assets or the Investors’ Representative’s assets are properties may be bound or affected or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties or assets of Acquiror or Merger Sub, the Existing Investors or the Investors’ Representative or their assets, other than, except (in the case of clauses (iib), (c) or (iii)d) above) for such violations, any such conflicts, Defaultsbreaches or defaults which has not had or would not, rightsindividually or in the aggregate, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay have a material adverse effect on the ability of such InvestorAcquiror or Merger Sub to enter into, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or and consummate the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSETransactions.
Appears in 2 contracts
Samples: Merger Agreement (Desktop Metal, Inc.), Merger Agreement (Trine Acquisition Corp.)
No Conflict. The executionProvided that all consents, approvals, authorizations and other actions described in Section 5.05 have been obtained or taken, and subject to the Acquiror obtaining any stockholder approval required pursuant to the NYSE’s shareholder approval requirements for the issuance of the Acquiror Stock upon conversion of the Acquiror Interim Preferred Stock, the execution and delivery by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of Transaction Agreements to which it is a party, the issuance of the Common Stock Consideration, the Acquiror Interim Preferred Stock and the Equity Units (including their Component Securities), the issuance of the shares of Acquiror Stock upon conversion of the Acquiror Interim Preferred Stock, the performance by such Investor, the Existing Investors and Acquiror or the Investors’ Representative applicable Affiliate of this Agreement and the Amended and Restated Stockholder Agreement do notAcquiror (as applicable) of its obligations under each of the Transaction Agreements to which it is a party, and the consummation by the Acquiror or the applicable Affiliate of the Offering and Acquiror (as applicable) of the other transactions contemplated hereby by each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party do not and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a breach of, the organizational documents of the Acquiror or the applicable Affiliate of the Acquiror (as applicable), (b) conflict with or violate in any Default material respect any Law or Governmental Order applicable to the Acquiror or the applicable Affiliate of the Acquiror (as applicable) or by which any of them or any of their respective properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under, or give rise to a right any Person any rights of termination, acceleration or cancellation of, or acceleration of any obligation or to the result in a loss of a benefit rights under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than Acquiror Permitted Liens) on any of the assets or properties of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Acquiror or any relevant organizational documents of such Investorits Affiliates pursuant to, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which the Acquiror or any of the Investors, the Existing Investors or the Investors’ Representative its Affiliates is a party or by which any of the Investors’them or any of their respective properties, the Existing Investors’ assets or the Investors’ Representative’s assets are businesses is bound or (iii) any Law or Judgmentsubject, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses clause (iic) or (iii)of this Section 5.04, for any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments consents, terminations, accelerations, cancellations, losses of rights or Encumbrances that creations that, individually or in the aggregate, would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave an Acquiror Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Metlife Inc)
No Conflict. The Provided that all consents, approvals, authorizations and other actions described in Section 4.04 have been obtained or taken, except as otherwise provided in this Article IV and except as may result from any facts or circumstances relating to Seller, Indemnitor, the Company or the Company Subsidiaries (as opposed to any other third party), the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notAcquiror of, and the consummation by Acquiror of the Offering transactions contemplated by, this Agreement, the Tax Matters Agreement and each of the other transactions contemplated hereby Transaction Agreements to which Acquiror will be a party, do not and thereby and compliance will not (a) violate or conflict with the provisions organizational documents of this Agreement and the Amended and Restated Stockholder Agreement will notAcquiror, (b) conflict with, with or violate any Law or other Governmental Order applicable to Acquiror or (c) result in any Default 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 give rise to a right any Person any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien on any of the assets or properties of such InvestorAcquiror pursuant to, the Existing Investors any note, bond, loan or the Investors’ Representative under any provision of (i) the certificate of incorporation credit agreement, mortgage, indenture, contract, agreement, lease, license, permit, franchise or bylaws other material instrument to which Acquiror or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative its Affiliates is a party or by which any of the Investors’, the Existing Investors’ them or the Investors’ Representative’s any of their respective assets are or properties is bound or (iii) any Law or Judgmentaffected, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses clause (ii) or (iiic), any such conflicts, Defaultsviolations, rightsbreaches, lossesloss of contractual benefits, amendments defaults, rights or Encumbrances that Liens as would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative Acquiror to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out consummate the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization ofby, or registrationperform its material obligations under, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to any of the Investors, the Existing Investors Transaction Agreements to which Acquiror is or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEwill be a party.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brookdale Senior Living Inc.), Stock Purchase Agreement (Provident Senior Living Trust)
No Conflict. The Except for any matters arising from the failure to obtain the consents, approvals and other authorizations described in Section 5.5 hereof, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and or the Amended and Restated Stockholder Agreement do not, Transaction Documents by Seller and the consummation of the Offering and the other transactions contemplated hereby and or thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will notnot (a) violate, conflict with, or result in any Default underbreach of, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of Seller’s operating agreement (ior equivalent documents); or (b) the certificate violate, conflict with, result in any breach of, or constitute a default (or an event that, with notice or lapse of incorporation time or bylaws both, would constitute a default) under any Contract or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) Judgment to which any of the Investors, the Existing Investors or the Investors’ Representative Seller is a party or by which it is bound or which relates to the Products, the Assets or the Business; or (c) result in the creation of any Encumbrance on any of the Investors’Assets (other than the Permitted Encumbrances); or (d) to the Best Knowledge of Seller, violate any applicable law, statute, rule, ordinance or regulation of any Governmental Body; or (e) to the Best Knowledge of Seller, violate or result in the suspension, revocation, modification, invalidity or limitation of any Permits relating to the Products, the Existing Investors’ Assets or the Investors’ Representative’s assets are Business; or (f) give any party with rights under any Contract, Judgment or other restriction to which Seller is a party or by which it is bound or (iii) any Law or Judgment, in each case applicable which relates to any of the InvestorsProducts, the Existing Investors Assets or the Investors’ Representative Business, the right to terminate, modify or their assetsaccelerate any rights, other thanobligations or performance under such Contract, in the case of clauses Judgment or restriction (ii) except as to an applicable Permitted Encumbrance); or (iii)g) violate, conflict with, result in any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization breach of, or registrationconstitute a default (or an event that, declaration with notice or filing withlapse of time or both, would constitute a default) under any Contract of or notice toJudgment applicable to Seller or Xxxxxx containing any noncompetition, any Governmental Entity is required to be obtained nonsolicitation, no-shop, standstill or made by or with respect to any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEsimilar provisions.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Coinstar Inc)
No Conflict. The Provided that all consents, approvals, authorizations and other actions described in Section 3.03 and Section 4.03 have been obtained or taken, as applicable, except as set forth in Section 3.02 of the Ceding Company Disclosure Schedule and except as may result from any facts or circumstances solely relating to the Reinsurer or its Affiliates (as opposed to any other third party), the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do noteach Ceding Company Party of, and the consummation by such Ceding Company Party of the Offering and the other transactions contemplated hereby by, the Transaction Agreements do not and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, with or without the giving of notice or passage of time or both, (a) violate or conflict with any provision of the organizational documents of such Ceding Company Party, (b) violate or conflict with any Law, or other Governmental Order or any agreement with, or condition imposed by, any Governmental Authority applicable to such Ceding Company Party or by which any of such Ceding Company Party or any of its respective properties, assets or rights is bound or subject, (c) result in any Default breach or violation 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 give rise to a right any Person any rights of termination, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than a Permitted Lien) on any of the assets assets, properties or rights of such InvestorCeding Company Party pursuant to, any contract to which such Ceding Company Party is a party, or (d) result in a breach or violation of any terms or conditions of, or result in a default under, or otherwise cause an impairment or revocation of any Permit of any Ceding Company Party used in respect of the Existing Investors Reinsured Contracts or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assetsadministration thereof, other than, in the case of clauses (iib), (c) or (iii), d) any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments rights or Encumbrances that Liens that, individually or in the aggregate, do not have, and would not reasonably be expected to materially impair or delay the ability of such Investorhave, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEa Business Material Adverse Effect.
Appears in 2 contracts
Samples: Master Transaction Agreement (Equitable Holdings, Inc.), Master Transaction Agreement (Equitable Financial Life Insurance Co)
No Conflict. The Provided that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained or taken, except as otherwise provided in this Article III and except as may result from any facts or circumstances solely relating to Acquiror or its Affiliates (as opposed to any other third party), the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notSeller of, and the consummation by Seller of the Offering transactions contemplated by, this Agreement, the Tax Matters Agreement and the other transactions contemplated hereby Transaction Agreements to which Seller will be a party do not and thereby and compliance will not (a) violate or conflict with the provisions organizational documents of this Agreement and any of the Amended and Restated Stockholder Agreement will notSelling Parties or any of the Companies, (b) conflict withwith or violate any Law or other Governmental Order applicable to any of the Selling Parties or any of the Companies or by which any of them or any of their respective properties or assets is bound or affected, or (c) result in any Default breach of or loss of any contractual benefit under, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to a right any Person any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien on the Shares or any of the assets or properties of such Investorany of the Companies pursuant to, or, except for the Existing Investors consents listed on Schedule 3.04 (the "Seller Required Third Party Consents"), require any consent or approval which has not been obtained with respect to, or the Investors’ Representative under payment of any provision of (i) the certificate of incorporation penalty or bylaws liquidated damages under, any note, bond, loan or any relevant organizational documents of such Investorcredit agreement, such Existing Investor mortgage, indenture, contract, agreement, lease, license, permit, franchise or the Investors’ Representative, (ii) any other material Contract (with a party other than the Company) instrument to which any of the Investors, Selling Parties or any of the Existing Investors or the Investors’ Representative Companies is a party or by which any of the Investors’, the Existing Investors’ them or the Investors’ Representative’s any of their respective properties or assets are is bound or (iii) any Law or Judgmentaffected, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses clause (ii) or (iiic), any such conflicts, Defaultsviolations, rightsbreaches, lossesloss of contractual benefits, amendments defaults, rights or Encumbrances that Liens that, individually or in the aggregate, do not have, and would not reasonably be expected to materially impair or delay the ability of such Investorhave, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEa Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brookdale Senior Living Inc.), Stock Purchase Agreement (Provident Senior Living Trust)
No Conflict. The Provided that all consents, approvals, authorizations and other actions described in Section 4.03 have been obtained or taken, except as set forth in Section 4.02 of the Seller Disclosure Schedule and except as may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other third party), the execution, delivery and performance by such InvestorSeller, HFSG, the Existing Investors other Seller Parties and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notAcquired Companies of, and the consummation by Seller, HFSG, the other Seller Parties and the Acquired Companies of the Offering transactions contemplated by, the Transaction Agreements and the other transactions contemplated hereby Specified Third-Party Reinsurance Transaction Documents to which any of them is or will be a party do not and thereby and compliance will not (a) violate or conflict with the provisions organizational documents of this Agreement and Seller, HFSG, any other Seller Party or any of the Amended and Restated Stockholder Agreement will notAcquired Companies, (b) violate or conflict withwith any Law or other Governmental Order applicable to Seller, HFSG, any other Seller Party or any of the Acquired Companies or by which any of them or any of their respective properties or assets is bound or subject, (c) result in any Default 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 give rise to a right any Person any rights of termination, acceleration, impairment, alteration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than a Permitted Lien) on, any of the assets assets, rights or properties of such InvestorSeller, the Existing Investors any Seller Party or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the InvestorsAcquired Companies pursuant to, any Material Contract or (d) require any vote or action by the Existing Investors shareholders or the Investors’ Representative is a party or by which any members, as applicable, of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assetsAcquired Companies, other than, in the case of clauses (iib) or (iiic), any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments rights or Encumbrances that Liens that, individually or in the aggregate, do not have, and would not reasonably be expected to materially impair or delay the ability of such Investorhave, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEa Company Material Adverse Effect.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Hartford Financial Services Group Inc/De), Stock and Asset Purchase Agreement
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement Seller Ancillary Documents by the Seller do not, and the performance of this Agreement and the Seller Ancillary Documents by the Seller and its Subsidiaries and the consummation of the Offering Acquisition and the other transactions contemplated hereby and thereby and compliance with the provisions of by this Agreement and the Amended and Restated Stockholder Agreement Seller Ancillary Documents will not, (i) conflict withwith or violate the Seller Articles of Incorporation or Seller Bylaws or equivalent organizational documents of any of its Subsidiaries, (ii) subject to Section 3.4, conflict with or violate any United States federal, state or local or any foreign statute, law, rule, regulation, ordinance, code, order, judgment, decree or any other requirement or rule of law (a "Law") applicable to the Seller or any of its Subsidiaries or by which any property or asset of the Seller or any of its Subsidiaries is bound or affected, or (iii) except as listed in Section 3.3 of the Seller Disclosure Letter result in any Default a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation of, result in triggering any payment or acceleration of any obligation or to the loss of a benefit underother obligations, or result in the amendment of any term or provision of or the creation of a lien or other encumbrance on any Encumbrance upon property or asset of the Seller or any of its Subsidiaries pursuant to, any Assumed Contract to which the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Seller or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries is a party or by which the Seller or any of the Investors’, the Existing Investors’ its Subsidiaries or the Investors’ Representative’s assets are any property or asset of any of them is bound or (iii) any Law or Judgmentaffected, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, except in the case of clauses (ii) or and (iii), ) for any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults or other occurrences which would not, amendments individually or Encumbrances that would not reasonably be expected to in the aggregate, prevent or materially impair or delay the ability performance by the Seller of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any consummation of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering Acquisition or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSESeller Ancillary Documents.
Appears in 2 contracts
Samples: Asset Purchase Agreement (London Bridge Software Holdings PLC), Asset Purchase Agreement (Phoenix International LTD Inc)
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement does not, the execution and delivery by the Amended Company of any instrument required hereby to be executed and Restated Stockholder delivered at the Closing will not, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement do will not, and compliance by the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance Company with the any provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict withnot (with or without notice or lapse of time, or both): (i) conflict with or violate the Company Charter, the Company Bylaws or any Subsidiaries Governance Documents; (ii) conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties is bound or affected; (iii) result in any Default breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair the Company’s or any of its Subsidiaries’ rights or alter their respective obligations or alter the rights or obligations of any third party under, or give rise to a right any third party any rights of termination, amendment, payment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment creation of a Lien on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to any Material Contract; (iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair the Company’s or any of its Subsidiaries’ rights or alter their respective obligations or alter the rights or obligations of any term third party in or provision under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of any Encumbrance upon a Lien on any of the properties or assets (including intangible assets) of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such Investorits Subsidiaries pursuant to any Contract, such Existing Investor permit, franchise or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) instrument or obligation to which the Company or any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their properties is bound or affected, or (v) other than rights to acquire Company Common Stock pursuant to Options under the Investors’, the Existing Investors’ Option Plans or the Investors’ Representative’s assets are bound ESPP, give rise to or (iii) result in any Law Person having, or Judgment, in each case applicable having the right to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii)exercise, any such conflicts, Defaults, preemptive rights, lossesrights of first refusal, amendments rights to acquire or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 similar rights with respect to any capital stock of the Investors, the Existing Investors Company or the Investors’ Representative in connection with the execution, delivery and performance any of this Agreement, its Subsidiaries or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor any of their respective assets or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEproperties.
Appears in 2 contracts
Samples: Merger Agreement (Pulmuone Cornerstone Corp), Merger Agreement (Monterey Gourmet Foods)
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement does not, the execution and delivery by the Amended Company of any instrument required hereby to be executed and Restated Stockholder delivered at the Closing will not, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement do will not, and compliance by the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance Company with the any provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict withnot (with or without notice or lapse of time, or both): (i) conflict with or violate the Company Charter, the Company Bylaws or any Subsidiaries Governance Documents; (ii) conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties is bound or affected; (iii) result in any Default breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair the Company’s or any of its Subsidiaries’ rights or alter their respective obligations or alter the rights or obligations of any third party under, or give rise to a right any third party any rights of termination, amendment, payment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment creation of a Lien on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to any Material Contract; (iv) except with respect to any Material Contract and except as would not reasonably be expected to have a Company Material Adverse Effect, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair the Company’s or any of its Subsidiaries’ rights or alter their respective obligations or alter the rights or obligations of any term third party under, or provision give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of any Encumbrance upon a Lien on any of the properties or assets (including intangible assets) of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such Investorits Subsidiaries pursuant to any Contract, such Existing Investor permit, franchise or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) instrument or obligation to which the Company or any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their properties is bound or affected, or (v) other than rights to acquire Company Common Stock pursuant to Company Stock Options under the Investors’, the Existing Investors’ Company Equity Plans or the Investors’ Representative’s assets are bound ESPPs, give rise to or (iii) result in any Law Person having, or Judgment, in each case applicable having the right to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii)exercise, any such conflicts, Defaults, preemptive rights, lossesrights of first refusal, amendments rights to acquire or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 similar rights with respect to any capital stock of the Investors, the Existing Investors Company or the Investors’ Representative in connection with the execution, delivery and performance any of this Agreement, its Subsidiaries or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor any of their respective assets or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEproperties.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Medical Optics Inc), Merger Agreement (Abbott Laboratories)
No Conflict. The executionSubject to the provision of notices and receipt of the consents, delivery approvals, authorizations and performance by such Investorother requirements set forth in Section 4.5 and except as set forth on Section 4.4 of the Company Disclosure Letter, the Existing Investors execution and delivery by each of Inpixon and the Investors’ Representative Company of this Agreement and the Amended documents to which each of Inpixon and Restated Stockholder Agreement do not, the Company is a party contemplated hereby and the consummation of the Offering and the other transactions contemplated hereby and thereby do not and compliance will not (a) violate or conflict with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict withany provision of, or result in the breach of, or default under the Governing Documents of Inpixon, the Company, or any Default underof the Company Subsidiaries, (b) violate or conflict with any provision of, or result in the breach of, or default under any Law, Permit or Governmental Order applicable to Inpixon, the Company, or any of the Company Subsidiaries, (c) violate or conflict with any provision of, or result in the breach of, result in the loss of any right (including any incremental loss of rights) or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to a any right of termination, cancellation or acceleration acceleration) under any Real Property Lease or Contract of any obligation or the type described in Section 4.12(a) to which Inpixon, the loss of a benefit underCompany, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Company Subsidiaries is a party or by which Inpixon, the Company or any of the Investors’Company Subsidiaries may be bound, or terminate or result in the Existing Investors’ or the Investors’ Representative’s assets are bound termination of any such foregoing Contract or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien (other than Permitted Liens) upon any of the Investorsproperties or assets of Inpixon, the Existing Investors Company, or any of the Investors’ Representative or their assetsCompany Subsidiaries, other thanincluding, without limitation, any Leased Real Property, except, in the case of clauses (iib) or through (iiid), any such conflictsto the extent that the occurrence of the foregoing would not (i) have, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair have, individually or delay in the aggregate, a material adverse effect on the ability of such Investor, such Existing Investor or Inpixon and the Investors’ Representative Company to enter into and perform its their obligations (if any) under this Agreement or (ii) be material to the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material PermitBusiness Entities, 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEtaken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (KINS Technology Group, Inc.), Merger Agreement (Inpixon)
No Conflict. The Except as set forth on Schedule 5.3, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, Transaction Documents by the Seller Parties and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement Transactions will notnot (a) violate, conflict with, or result in any Default breach of, any provision of any Seller Party’s articles of incorporation, certificate of formation, by-laws, operating agreement or other organizational or governing documents; (b) violate, conflict with, require any notice or consent under, result in any breach of, or give rise constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any Contract by which any Seller Party is bound or which relates to a right of termination, cancellation the Purchased Assets or acceleration the Business (including any Assumed Contract); (c) result in the creation of any obligation Encumbrance, other than a Permitted Encumbrance, on any of the Purchased Assets; (d) assuming all consents, waivers, approvals, authorizations, declarations, filings or to the loss of a benefit underregistrations contemplated by Section 5.4 have been obtained or made, violate any applicable Law or Order; (e) violate or result in the amendment suspension, revocation, modification, invalidity or limitation of any term permit, license or provision of registration held by any Seller Party; or the creation of (f) give any Encumbrance upon any of the assets of such Investor, the Existing Investors or the Investors’ Representative party with rights under any provision of (i) the certificate of incorporation Assumed Contract, Order or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) restriction to which any of the Investors, the Existing Investors or the Investors’ Representative Seller Party is a party or by which it is bound or which relates to the Purchased Assets or the Business, the right to terminate, modify or accelerate any rights, obligations or performance under any of the Investors’foregoing, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses (iib), (c), (d), (e) or (iiif), to the extent that the occurrence of any such conflictsof the foregoing has not had, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investorhave, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEa Business Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Constellation Brands, Inc.), Asset Purchase Agreement (Constellation Brands, Inc.)
No Conflict. The None of the execution, delivery and or performance of the Transaction Documents by such InvestorSeller, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation by Seller of the Offering and the other transactions contemplated hereby and thereby and Contemplated Transactions, or Seller’s compliance with any of the provisions of this Agreement any Transaction Document will (with or without notice or lapse of time, or both): (a) conflict with or violate any provision of Seller’s or the Company’s Organizational Documents; (b) assuming that all consents, approvals, authorizations and permits described in Section 2.5 have been obtained and all filings and notifications described in Section 2.5 have been made and any waiting periods thereunder have terminated or expired, (i) conflict with or violate any Law applicable to Seller, the Amended and Restated Stockholder Agreement will notCompany or any of Seller or the Company’s properties or assets (including the Units); or (ii) require any consent or approval under, result in any breach of or any loss of any benefit under, or violate or conflict with, constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any Default undertermination of or accelerate the performance required by, or give rise to a others any right of termination, acceleration, purchase, sale, modification or cancellation under any Contract binding on Seller or acceleration of the Company or any obligation Permit; or to the loss of a benefit under, or (c) result in the amendment creation or imposition of any term Lien, other than Permitted Liens, upon the Units or provision of or the creation of any Encumbrance upon any of the rights, properties or assets of such Investorthe Company, the Existing Investors or the Investors’ Representative under any provision of except, with respect to clauses (ib) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representativeand (c), (iix) any material Contract (with a party other than the Company) respect to which any of the InvestorsSeller, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), for any such conflicts, Defaultsviolations, rightsconsents, breaches, losses, amendments defaults, other occurrences or Encumbrances that Liens which, individually or in the aggregate, would not reasonably be expected to materially impair or delay the Seller’s ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations under any Transaction Document or to consummate the Contemplated Transactions and (if anyy) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 the Company, for any of such conflicts, violations, consents, breaches, losses, defaults, other occurrences or Liens which, individually or in the Investorsaggregate, would not reasonably be expected to be material to the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSECompany.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Sun Country Airlines Holdings, Inc.), Membership Interest Purchase Agreement (Sun Country Airlines Holdings, Inc.)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation by the Company of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, (a) assuming the Shareholder Approval and the Shareholder Ratification is obtained, conflict withwith or violate any provision of the Articles of Incorporation of the Company (as amended), as in effect on the date hereof (the “Company Articles”), or the Bylaws of the Company (as amended), as in effect on the date hereof (the “Company Bylaws”), (b) assuming that all consents, approvals and authorizations described in Section 4.4.2 have been obtained prior to the Closing and all filings and notifications described in Section 4.4.2 have been made and any waiting periods thereunder have terminated or expired prior to the Closing, conflict with or violate any Law applicable to the Company or by which any property or asset of the Company is bound or (c) require any consent or approval under, result in any Default breach of or any loss of any benefit under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to a others any right of termination, suspension, revocation, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon pledges, liens, charges, mortgages, encumbrances or security interests of any kind whatsoever (collectively, “Liens”) on any property or asset of the assets of such InvestorCompany pursuant to, the Existing Investors any note, bond, mortgage, indenture, lease, license, permit, concession, franchise, contract, agreement or the Investors’ Representative under any provision of other instrument or obligation (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investoreach, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company“Contract”) to which any of the Investors, the Existing Investors or the Investors’ Representative Company is a party or by which any of the Investors’, the Existing Investors’ its properties or the Investors’ Representative’s assets are bound bound, except, with respect to clauses (b) and (c), for matters that would not, individually or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii)aggregate, any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hecla Mining Co/De/), Asset Purchase Agreement (Hecla Mining Co/De/)
No Conflict. The executionExcept as set forth in Section 4.3 of the Disclosure Schedule and except for the notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notas amended, and the consummation of rules and regulations promulgated thereunder (the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii"HSR Act"), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this AgreementAgreement by Seller and the consummation by Seller of the transactions contemplated hereby will not (a) violate, conflict with or result in the breach of any term or provision of the charter or bylaws (or similar organizational documents) of Seller, any of the Companies or any of the Subsidiaries, (b) conflict with or violate any Law applicable to Seller, the Companies or any Subsidiary or any of their respective assets, properties or businesses, (c) result in the creation of any Encumbrance (as defined below) on the Shares, (d) require any action, consent, approval or authorization by, or any other order of, filing with or notification to, any Governmental Authority or (e) conflict with or violate, result in the breach of any term or provision 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 give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any mortgage, pledge, hypothecation, claim, security interest, encumbrance, interest, option, lien or other restriction (collectively, "Encumbrances") on any of the assets or properties of Seller, the Companies or any Subsidiary pursuant to, in the case of clause (e), any material agreement or arrangement to which Seller is a party or by which it is bound or any Material Contract, except for immaterial violations, conflicts, breaches or defaults or violations, conflicts, breaches or defaults which would occur as a result of the business or activities in which Purchaser is or proposes to be engaged or as a result of any acts or omissions by, or the Amended and Restated Stockholder Agreement by such Investorstatus of any facts pertaining to, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEPurchaser.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Performance Food Group Co), Stock Purchase Agreement (Chiquita Brands International Inc)
No Conflict. The Except as set forth in Section 4.02 of the Seller Disclosure Schedule and, in the case of clauses (b) and (c) below, except as may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other third party), the execution, delivery and performance by such InvestorSeller of, the Existing Investors and the Investors’ Representative consummation by Seller of the Transactions, this Agreement and the Amended and Restated Stockholder Agreement Ancillary Agreements to which Seller is or will be a party do notnot (a) violate, and conflict with or require a Consent under the consummation organizational documents of Seller or any of the Offering and Acquired Companies, (b) violate or conflict with any Law, Permit or other Governmental Order applicable to Seller or any of the other transactions contemplated hereby and thereby and compliance Acquired Companies or by which any of them or any of their respective properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the provisions giving of this Agreement and notice or lapse of time, or both, would become a default) under, result in the Amended and Restated Stockholder Agreement will notloss of any right, conflict withentitlement or obligation in, or give to any Person any entitlement or right under, including rights of termination, acceleration or cancellation of, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a any right or benefit to which Seller, any Acquired Company is entitled under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than a Permitted Lien) on any of the assets or properties of such Investor, the Existing Investors Seller or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the InvestorsAcquired Companies pursuant to, the Existing Investors any Contract to which Seller or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ Acquired Companies or the Investors’ Representative’s any of their properties or assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assetsbound, other than, in the case of clauses (iib) or and (iiic), any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments rights or Encumbrances that Liens that, individually or in the aggregate, do not have, and would not reasonably be expected to materially impair have, (i) a material impairment or delay of the ability of such Investor, such Existing Investor or the Investors’ Representative Seller to perform its material obligations (if any) under this Agreement and the Ancillary Agreements to which Seller is or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permitwill be a party, order or authorization oftaken as a whole, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to any including consummation of the Investors, the Existing Investors Transactions and thereby or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSE(ii) a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ares Management Corp), Stock Purchase Agreement
No Conflict. The Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 6.05, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and each Transaction Agreement to which any FTAC Party is a party by such FTAC Party and, upon receipt of approval of the Amended and Restated FTAC Stockholder Agreement do notMatters by the FTAC Stockholders, and the consummation of the Offering and the other transactions contemplated hereby or by any Transaction Agreement do not and thereby and compliance will not (a) conflict with or violate any provision of, or result in the provisions breach of this Agreement and the Amended and Restated Stockholder Agreement will notFTAC Organizational Documents or any organizational documents of any other FTAC Party, (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to FTAC, such FTAC Party or any Subsidiaries of such FTAC Party or any of their respective properties or assets, (c) violate, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration breach of any obligation provision of or to the loss of any benefit under, constitute a benefit default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of any Contract to which such FTAC Party or any Subsidiaries of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative FTAC Party is a party or by which any of the Investors’, the Existing Investors’ their respective assets or the Investors’ Representative’s assets are properties may be bound or affected, or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties or assets of such FTAC Party or any Subsidiaries of such FTAC Party, the Existing Investors or the Investors’ Representative or their assets, other than, except (in the case of clauses (iib), (c) or (iii)d) above) for such violations, any such conflicts, Defaultsbreaches or defaults which would not, rightsindividually or in the aggregate, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay have a material adverse effect on the ability of such Investor, such Existing Investor or the Investors’ Representative FTAC Party to enter into and perform its their respective obligations (if any) under this Agreement or the Amended and Restated Stockholder any Transaction Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permitto which such FTAC Party is a party, 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEas applicable.
Appears in 2 contracts
Samples: Business Combination Agreement (Foley Trasimene Acquisition Corp.), Business Combination Agreement (Foley Trasimene Acquisition Corp.)
No Conflict. The executionProvided that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained or taken, the execution and delivery and by the Seller or the applicable Affiliate of the Seller (as applicable) of the Transaction Agreements to which it is a party, the performance by such Investor, the Existing Investors and Seller or the Investors’ Representative applicable Affiliate of this Agreement and the Amended and Restated Stockholder Agreement do not, Seller (as applicable) of its obligations under each of the Transaction Agreements to which it is a party and the consummation by the Seller or the applicable Affiliate of the Offering and Seller (as applicable) of the other transactions contemplated hereby by each of the Transaction Agreements to which the Seller or the applicable Affiliate of the Seller (as applicable) is a party, do not and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a breach of, the organizational documents of the Seller or the applicable Affiliate of the Seller (as applicable), the Company or any Default of the Transferred Subsidiaries, (b) conflict with or violate in any material respect any Law or Governmental Order applicable to the Seller or the applicable Affiliate of the Seller (as applicable), the Company or any of the Transferred Subsidiaries or by which any of them or any of their respective properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under, or give rise to a right any Person any rights of termination, acceleration or cancellation of, or acceleration of any obligation or to the result in a loss of a benefit rights under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than Permitted Liens) on any of the assets or properties of such Investorthe Seller, the Existing Investors Company or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the InvestorsTransferred Subsidiaries pursuant to, any Contract to which the Seller, the Existing Investors Company or any of the Investors’ Representative Transferred Subsidiaries is a party or by which any of the Investors’them or any of their respective properties, the Existing Investors’ assets or the Investors’ Representative’s assets are businesses is bound or (iii) any Law or Judgmentsubject, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses clause (iic) or (iii)of this Section 3.04, for any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments consents, terminations, accelerations, cancellations, losses of rights or Encumbrances that creations that, individually or in the aggregate, would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Metlife Inc)
No Conflict. The execution, delivery Subject to the Required Shareholder Approval and performance the acceptance of the Certificate of Amendment by such Investorthe secretary of state of the State of Texas, the Existing Investors sale, issuance and delivery of the Securities and the Investors’ Representative execution and delivery by EXCO of this Agreement the Transaction Documents and the Amended performance of and Restated Stockholder Agreement do not, compliance with all of the provisions thereof by EXCO and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement therein (i) will not, not conflict with, or result in a breach or violation of, any Default underof the terms or provisions of, or give rise to constitute a right default under (in each case, with or without notice or lapse of terminationtime, cancellation or acceleration of any obligation or to the loss of a benefit underboth), or result in the amendment of any term or provision of acceleration of, or the creation of any Encumbrance upon Lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement, instrument, contract or other arrangement to which EXCO or any of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries is a party or by which EXCO or any of its Subsidiaries is bound or to which any of the Investors’property or assets of EXCO or any of its Subsidiaries is subject, other than the Existing Investors’ EXCO Credit Agreement, (ii) will not result in any violation of the provisions of the EXCO Organizational Documents or any of the Investors’ Representativeorganizational or governance documents of any of EXCO’s assets are bound or Subsidiaries, and (iii) will not result in any Law material violation of, or Judgmentany termination or material impairment of any rights under, any applicable Law, including any license, authorization, injunction, judgment, Order, decree, rule or regulation of any Governmental Authority, except, in each any such case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (iii) or and (iii), for any such conflictsconflict, Defaultsbreach, rightsviolation, lossesdefault, amendments acceleration, Lien, termination or Encumbrances that impairment which would not reasonably be expected to materially impair have, individually or delay in the ability of such Investoraggregate, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEan EXCO Material Adverse Effect.
Appears in 2 contracts
Samples: Services and Investment Agreement (Exco Resources Inc), Services and Investment Agreement (Exco Resources Inc)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement by the Company and Sellers does not and will not (a) violate, conflict with or result in the breach of any provision of the articles of incorporation (or similar organizational documents) of the Company; (b) assuming the receipt of all consents, approvals, waivers and authorizations and the Amended making of the notices and Restated Stockholder Agreement do notfilings set forth on Schedule 7.6, conflict with or violate (or cause an event which could have a Material Adverse Effect as a result of) any Law or Governmental Order applicable to the Assets, Business or the Company; or (c) assuming the receipt of all consents, approvals, waivers and authorizations and the consummation making of notices and filings set forth on Schedule 7.6 or required to be made or obtained by Purchaser, Seller or the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will notCompany, conflict with, or result in any Default 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 rise to a right others any rights of termination, amendment, acceleration, suspension, revocation or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon on any of the assets of such Investor, the Existing Investors Purchased Shares or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which on any of the InvestorsAssets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, sublicense, Permit, franchise or other instrument or arrangement to which the Existing Investors or the Investors’ Representative Company is a party or by which any of the Investors’, the Existing Investors’ Purchased Shares or the Investors’ Representative’s assets are any of such Assets is bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, affected other than, in the case of clauses (iib) or and (iii)c) above, any such conflicts, Defaultsbreaches, rightsdefaults, cancellations, accelerations, losses, amendments violations or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investorhave, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization ofindividually, or registrationin the aggregate, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEa Material Adverse Effect.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Silicon Motion Technology CORP)
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors Company and the Investors’ Representative ----------- Principal Shareholders of this Agreement and any Related Agreement to which the Amended and Restated Stockholder Agreement do notCompany and/or any Principal Shareholders is a party, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance thereby, will not conflict with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default underviolation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of any benefit under (any such event, 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 such Investor, the Existing Investors or the Investors’ Representative under "Conflict") (i) any provision of (i) the certificate articles of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ RepresentativeCompany, (ii) any material Contract mortgage, indenture, lease, contract, covenant or other agreement, instrument or commitment, permit, concession, franchise or license (with each a party other than "Contract" and collectively the Company"Contracts") to which the Company or any of its properties or assets (including intangible assets), or to which any of the InvestorsPrincipal Shareholders, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’subject, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law judgment, order, decree, statute, law, ordinance, rule or Judgmentregulation applicable to the Company or any of its properties (tangible and intangible) or assets, or applicable to the Principal Shareholders, except in each case applicable as to (i), (ii) and (iii) where such Conflict will not have a Material Adverse Effect or will not effect the legality, validity or enforceability of the Agreement. The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the Investorsmaterial terms or conditions of any Contract, nor is the Existing Investors Company or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the InvestorsPrincipal Shareholders aware of any event that would constitute such a breach, violation or default with the Existing Investors lapse of time, giving of notice or both. Each Contract is in full force and effect and the Investors’ Representative Company is not subject to any material default thereunder, nor to the Knowledge of the Company and the Principal Shareholders is any party obligated to the Company pursuant to any such Contract subject to any default thereunder. The Company has obtained, or will obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the execution, delivery and performance of this AgreementMerger, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Amended Effective Time; all such necessary consents, waivers and Restated Stockholder Agreement by approvals are listed on Schedule 6.2(b) --------------- hereto. 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 than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Investor, such Existing Investor or Contracts had the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEnot occurred.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Lantronix Inc), Agreement and Plan of Reorganization (Lantronix Inc)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement and the Amended and Restated Stockholder Agreement Ancillary Agreements to which it is a party do not, and the consummation of the Offering Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement Ancillary Agreements to which it is a party will not, conflict with, or result in any Default violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 the Company or any of its Subsidiaries under (other than any such InvestorEncumbrance created because of any action taken by Parent or Merger Sub), the Existing Investors or the Investors’ Representative under any provision of (i) the certificate Amended and Restated Certificate of incorporation Incorporation of the Company, the Amended and Restated By-Laws of the Company or bylaws or any relevant the comparable organizational documents of such Investor, such Existing Investor any of its Subsidiaries or the Investors’ Representative, (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any material Contract (with a party other than the Company) to which the Company or any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries is a party or by which any of the Investors’, the Existing Investors’ its or the Investors’ Representative’s their respective assets are bound or (iiiB) any Law or Judgment, in each case applicable to the Company or any of the Investors, the Existing Investors its Subsidiaries or the Investors’ Representative its or their respective assets, other than, in the case of clauses this clause (ii) or (iii), any such conflicts, Defaultsviolations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair or delay the Company’s ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement Ancillary Agreements to which it is a party or carry out consummate the transactions contemplated hereby or thereby in accordance with the terms herein or thereinthereby. No material 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 the Company or any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor the Company or any of the Investors’ Representative Ancillary Agreements to which it is a party or the consummation by such Investor, such Existing Investor or the Investors’ Representative Company of the Offering Merger or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder AgreementAncillary Agreements to which it is a party, except for compliance (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 Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue-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 the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NYSENASDAQ Global Market, 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 Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations 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. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with Neither the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investorthe Seller, such Existing Investor or the Investors’ Representative or nor the consummation by such Investorthe Seller of the transactions contemplated hereby, such Existing Investor nor compliance by the Seller with any of the terms or provisions hereof, will (i) conflict with, violate or result in a breach of any provision of the Corporate Charter or By-Laws of the Seller or the Investors’ Representative articles of organization, by-laws or equivalent organizational documents of the Offering Seller's Bank or any of the Seller's Subsidiaries, (ii) conflict with, violate or result in a breach of any statute, code, ordinance, rule, regulation, order, writ, judgment, injunction or decree applicable to the Seller, the Seller's Bank or any of the Seller's Subsidiaries, or by which any property or asset of the Seller, the Seller's Bank or any of the Seller's Subsidiaries is bound or affected, or (iii) conflict with, violate or result in a breach of any provisions of or the loss of any benefit under, constitute a default (or an event, which, with notice or lapse of time, or both, would constitute a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien, pledge, security interest, charge or other transactions contemplated by this Agreement encumbrance on any property or asset of the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange ActSeller, the Securities Act, state securities Laws Seller's Bank or “blue-sky” laws and the rules and regulations any of the NYSESeller's Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Seller, the Seller's Bank or any of the Seller's Subsidiaries is a party, or by which the Seller, the Seller's Bank or any of the Seller's Subsidiaries is bound or affected, except, in the case of clause (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which would not, either individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Seacoast Financial Services Corp), Merger Agreement (Home Port Bancorp Inc)
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby hereby, will not (i) conflict with or violate any provision of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the approval and thereby and compliance with the provisions adoption of this Agreement and the Amended approval of the Merger by the Company’s stockholders as contemplated in Section 5.2 and Restated Stockholder Agreement will notcompliance with the requirements set forth in Section 2.3(c), conflict with, with or result in violate any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or Legal Requirement applicable to the loss of a benefit under, Company or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party its Subsidiaries or by which the Company or any of the Investors’, the Existing Investors’ its Subsidiaries or the Investors’ Representative’s any of their respective properties or assets are (whether tangible or intangible) is bound or (iii) any Law affected, except for such conflicts or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or (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, or materially impair the Company’s rights or delay alter the ability rights or obligations of such Investorany third party under, such Existing Investor or give to others any rights of termination, amendment, acceleration or cancellation of any Company Material Contract, Lease Document, material Employee Agreement, Company Employee Plan or International Employee Plan, or result in the Investors’ Representative creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries. Section 2.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals required to perform its obligations (if any) under this Agreement or be obtained in connection with the Amended and Restated Stockholder Agreement or carry out consummation of the transactions contemplated hereby under any Contract, Company Employee Plan or thereby in accordance with International Employee Plan, to which the terms herein Company or therein. No material 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 any of its Subsidiaries is a party or by which the InvestorsCompany or any of its Subsidiaries is bound or any of their properties or assets is bound or affected, which, if individually or in the Existing Investors or aggregate, not obtained, would reasonably be expected to have a Material Adverse Effect on the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSECompany.
Appears in 2 contracts
Samples: Merger Agreement (Seebeyond Technology Corp), Merger Agreement (Sun Microsystems, Inc.)
No Conflict. The execution, delivery and performance by such InvestorExcept as set forth on Exhibit 5.01(f), the Existing Investors execution by Shareholder and the Investors’ Representative Sellers of this Agreement and Agreement, the Amended and Restated Stockholder Agreement do notEscrow Agreement, the Assignment Agreement, and the consummation bills of the Offering sale, assignments and the other transactions contemplated hereby instruments of transfer referred to in this Agreement, in each case, to which each such person or entity is or will be a party, compliance by Shareholders and thereby and compliance Sellers with the provisions of this Agreement and the Amended other such agreements to which each such person or entity will be a party and Restated Stockholder Agreement the consummation by Shareholder and Sellers of the transactions contemplated hereby or thereby (i) will not, conflict with, or result not violate in any Default undermaterial respect any provision of applicable law to which Shareholder or Sellers are subject, (ii) will not conflict with any provision of the Articles of Incorporation or give rise to By-laws of Shareholder or Sellers, (iii) will not conflict with or constitute a right default (or with notice or lapse of terminationtime or both, cancellation or acceleration of any obligation or to the loss of constitute a benefit default) under, or result in the amendment termination of, or accelerate the performance required by any of the terms, conditions or provisions of any term contract, agreement or provision of other instrument binding on Sellers or Shareholder, (iv) will not result in the creation of any Encumbrance upon any of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ RepresentativePurchased Assets, (iiv) any material Contract (with a party other than do not require the Company) to which any of the Investors, the Existing Investors consent or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization approval of, or registration, declaration or filing with, any court, administrative agency or notice to, any Governmental Entity is required to be obtained commission or made by other governmental authority or with respect to any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreementinstrumentality, except for compliance with the requirements of the HSR Act and any filings under state laws required in connection with the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations conveyance of the NYSEReceivables and vehicles, and (vi) do not violate any order, writ, injunction, decree, arbitral award, statute, rule or regulation applicable to either Shareholder or Sellers, to any of the Purchased Assets or to the Business, violation of which could have a material adverse impact upon Buyer or the conduct by Buyer after the Closing Date of a business substantially similar to the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Xlconnect Solutions Inc), Asset Purchase Agreement (Intelligent Electronics Inc)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation by the Company of the Offering and the other transactions contemplated hereby and thereby and compliance will not, (a) assuming the Shareholder Approval is obtained, conflict with or violate any provision of the provisions Restated Articles of this Agreement and Incorporation of the Company, as in effect on the date hereof (the “Company Certificate”), or the Amended and Restated Stockholder Agreement will notBylaws of the Company, as in effect on the date hereof (the “Company Bylaws”), or any equivalent organizational or governing documents of any Company Subsidiary, (b) assuming that all consents, approvals and authorizations described in Section 4.4.2 have been obtained prior to the Effective Time and all filings and notifications described in Section 4.4.2 have been made and any waiting periods thereunder have terminated or expired prior to the Effective Time, conflict withwith or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or (c) require any consent or approval under, or result in any Default breach of or any loss of any benefit under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to a others any right of termination, suspension, revocation, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Liens on any property or asset of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such InvestorCompany Subsidiary pursuant to, such Existing Investor any note, bond, mortgage, indenture, lease, license, permit, concession, franchise, contract, agreement or the Investors’ Representativeother instrument or obligation (each, (ii) any material Contract (with a party other than the Company“Contract”) to which the Company or any of the Investors, the Existing Investors or the Investors’ Representative Company Subsidiary is a party or by which any of the Investors’, the Existing Investors’ their respective properties or the Investors’ Representative’s assets are bound bound, except, with respect to clauses (b) and (c), for matters that would not, individually or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii)aggregate, any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Keystone Automotive Industries Inc), Agreement and Plan of Merger (LKQ Corp)
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering Merger and the other transactions contemplated hereby and thereby by this Agreement and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance Lien (other than Permitted Liens) upon any of the properties or assets of such Investorthe Company or any of its Subsidiaries under, the Existing Investors or the Investors’ Representative under any provision of (iA) the certificate Company Certificate of incorporation Incorporation, the Company Bylaws or bylaws or any relevant the comparable organizational documents of such Investor, such Existing Investor any Significant Subsidiary or (B) subject to the Investors’ Representativefilings and other matters referred to in the immediately following sentence, (ii1) any material Contract contract, lease, indenture, note, bond or other agreement that is in force and effect (with a party other than the Company“Contract”) to which the Company or any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries is a party or by which any of the Investors’, the Existing Investors’ their respective properties or the Investors’ Representative’s assets are bound bound, or (iii2) any Law statute, law, ordinance, rule or regulation of any Governmental Entity (“Law”) or any judgment, order or decree of any Governmental Entity (“Judgment”), in each case applicable to the Company or any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (iiB) or (iii)above, any such conflicts, Defaultsviolations, defaults, rights, losses, amendments losses or Encumbrances Liens that would not not, individually or in the aggregate, reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or thereinhave a Material Adverse Effect. No material Permitconsent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state, local or foreign government or political subdivision thereof, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority (each, a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company or any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative Company or the consummation by such Investor, such Existing Investor or the Investors’ Representative Company of the Offering Merger or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with (I) the filing of a premerger notification and filings report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable foreign or domestic competition, merger control, antitrust or similar Law, (II) the filing with the Securities and Exchange Commission (the “SEC”) of (x) a proxy statement relating to the adoption by the stockholders of the Company of this Agreement (as amended or supplemented from time to time, the “Proxy Statement”) and (y) such reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the Securities Acttransactions contemplated by this Agreement, (III) the filing of the Certificate of Merger by the department of state securities Laws of the State of New York and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or “blue-sky” laws and any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NYSENew York Stock Exchange, (V) the filings required in connection with the Contracts identified in Section 3.01(e) of the Company Disclosure Letter and (VI) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected (x) to have a Material Adverse Effect or (y) to prevent, materially impede or materially delay the Company from consummating the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Paxar Corp), Merger Agreement (Avery Dennison Corporation)
No Conflict. The executionProvided that all consents, approvals, authorizations and other actions described in Section 4.03 have been obtained or taken, the execution and delivery and by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of Transaction Agreements to which it is a party, the performance by such Investor, the Existing Investors and Acquiror or the Investors’ Representative applicable Affiliate of this Agreement and the Amended and Restated Stockholder Agreement do notAcquiror (as applicable) of its obligations under each of the Transaction Agreements to which it is a party, and the consummation by the Acquiror or the applicable Affiliate of the Offering and Acquiror (as applicable) of the other transactions contemplated hereby by each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party do not and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a breach of, the organizational documents of the Acquiror or the applicable Affiliate of the Acquiror (as applicable), (b) conflict with or violate in any Default material respect any Law or Governmental Order applicable to the Acquiror or the applicable Affiliate of the Acquiror (as applicable) or by which any of them or any of their respective properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under, or give rise to a right any Person any rights of termination, acceleration or cancellation of, or acceleration of any obligation or to the result in a loss of a benefit rights under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than Acquiror Permitted Liens) on any of the assets or properties of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Acquiror or any relevant organizational documents of such Investorits Affiliates pursuant to, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which the Acquiror or any of the Investors, the Existing Investors or the Investors’ Representative its Affiliates is a party or by which any of the Investors’them or any of their respective properties, the Existing Investors’ assets or the Investors’ Representative’s assets are businesses is bound or (iii) any Law or Judgmentsubject, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses clause (iic) or (iii)of this Section 4.02, for any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments consents, terminations, accelerations, cancellations, losses of rights or Encumbrances that creations that, individually or in the aggregate, would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave an Acquiror Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Prudential Financial Inc)
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement does not, the execution and delivery by the Amended Company of any instrument required hereby to be executed and Restated Stockholder delivered at the Closing will not, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement do will not, and compliance by the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance Company with the any provisions of this Agreement and will not (with or without notice or lapse of time, or both): (i) subject to obtaining the Amended and Restated Company Stockholder Agreement will notApproval, conflict withwith or violate the Company Charter, the Company Bylaws or any of the Subsidiaries Governance Documents; (ii) conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties is bound or affected; (iii) result in any Default breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair the Company’s or any of its Subsidiaries’ rights or alter their respective obligations or alter the rights or obligations of any third party under, or give rise to a right any third party any rights of termination, amendment, payment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment creation of a Lien on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to any Material Contract; (iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair the Company’s or any of its Subsidiaries’ rights or alter their respective obligations or alter the rights or obligations of any term third party in or provision under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of any Encumbrance upon a Lien on any of the properties or assets (including intangible assets) of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such Investorits Subsidiaries pursuant to any Contract, such Existing Investor permit, franchise or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) instrument or obligation to which the Company or any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries is a party or by which the Company or any of the Investors’, the Existing Investors’ its Subsidiaries or the Investors’ Representative’s assets are their properties is bound or affected, or (iiiv) other than rights to acquire Company Common Stock pursuant to Options or Warrants, give rise to or result in any Law Person having, or Judgmenthaving the right to exercise, in each case applicable any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the InvestorsCompany or any of its Subsidiaries or any of their respective assets or properties, the Existing Investors or the Investors’ Representative or their assets, other than, except in the case of clauses (ii) or ), (iii), (iv) or (v) for any such conflicts, Defaultsbreaches, rightsdefaults, lossesimpairments, amendments alterations, Liens or Encumbrances rights that have not had and would not reasonably be expected to materially impair have, individually or delay in the ability of such Investoraggregate, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEa Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (North American Galvanizing & Coatings Inc), Merger Agreement (Azz Inc)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and any Transaction Agreement to which any Acquiror Party is a party by such Acquiror Party and, upon receipt of the Amended and Restated Acquiror Stockholder Agreement do notApproval, and the consummation of the Offering Transactions do not and will not (a) conflict with or violate any provision of, or result in the other transactions contemplated hereby and thereby and compliance breach of the Acquiror Organizational Documents or any organizational documents of any Subsidiaries of Acquiror, (b) conflict with the provisions or result in any violation of this Agreement and the Amended and Restated Stockholder Agreement will notany provision of any Law or Governmental Order applicable to Acquiror, any Subsidiaries of Acquiror or any of their respective properties or assets, (c) violate, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration breach of any obligation provision of or to the loss of any benefit under, constitute a benefit default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Contract to which Acquiror or any relevant organizational documents Subsidiaries of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Acquiror is a party or by which any of the Investors’, the Existing Investors’ their respective assets or the Investors’ Representative’s assets are properties may be bound or affected, or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties or assets of Acquiror or any Subsidiaries of Acquiror, the Existing Investors or the Investors’ Representative or their assets, other than, except (in the case of clauses (iib), (c) or (iii)d) above) for such violations, any such conflicts, Defaultsbreaches or defaults which would not, rightsindividually or in the aggregate, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay have a material adverse effect on the ability of such Investor, such Existing Investor or any of the Investors’ Representative Acquiror Parties to enter into and perform its their respective obligations (if any) under this Agreement or the Amended and Restated Stockholder any Transaction Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 which any of the InvestorsAcquiror Parties is a party, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEas applicable.
Appears in 2 contracts
Samples: Merger Agreement (LMF Acquisition Opportunities Inc), Merger Agreement (LMF Acquisition Opportunities Inc)
No Conflict. The execution, delivery and performance by such InvestorSubject to the Acquiror Shareholder Approval, the Existing Investors execution and the Investors’ Representative delivery of this Agreement by Acquiror, Merger Sub, Blocker Sub and the Amended Blocker Merger Subs and Restated Stockholder Agreement do notthe other documents contemplated hereby by Acquiror, Merger Sub, Blocker Sub and the Blocker Merger Subs and the consummation of the Offering and the other transactions contemplated hereby and thereby do not and compliance will not (a) violate or conflict with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict withany provision of, or result in the breach of or default under the Governing Documents of Acquiror, Merger Sub, Blocker Sub or any Default underof the Blocker Merger Subs, (b) violate or conflict with any provision of, or result in the breach of, or default under any applicable Law or Governmental Order applicable to Acquiror, Merger Sub, Blocker Sub or any of the Blocker Merger Subs, (c) violate or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to a any right of termination, cancellation or acceleration of acceleration) under any obligation Contract to which Acquiror, Merger Sub, Blocker Sub or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Blocker Merger Subs is a party or by which Acquiror, Merger Sub, Blocker Sub or any of the Investors’Blocker Merger Subs may be bound, or terminate or result in the Existing Investors’ or the Investors’ Representative’s assets are bound termination of any such Contract or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties or assets of Acquiror, Merger Sub, Blocker Sub or any of the Existing Investors or the Investors’ Representative or their assetsBlocker Merger Subs, other thanexcept, in the case of clauses (iib) or through (iiid), any such conflictsto the extent that the occurrence of the foregoing would not (i) have, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair have, individually or delay in the aggregate, a material adverse effect on the ability of such InvestorAcquiror, such Existing Investor Merger Sub, Blocker Sub or the Investors’ Representative Blocker Merger Subs to enter into and perform its their obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No (ii) be material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEAcquiror.
Appears in 1 contract
Samples: Merger Agreement (Aspirational Consumer Lifestyle Corp.)
No Conflict. The Provided that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained or taken, except as set forth in Section 3.04 of the Disclosure Schedule and except as may result from any facts or circumstances relating to the Acquiror or its Affiliates, the execution, delivery and performance by such Investor, the Existing Investors and Sellers (as applicable) of the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, Transaction Agreements and the consummation by the Sellers (as applicable) of the Offering and the other transactions contemplated hereby by the Transaction Agreements do not and thereby and compliance will not (a) violate or conflict with the provisions Certificate of this Agreement and Incorporation or Bylaws or similar organizational documents of any of the Amended and Restated Stockholder Agreement will notSellers or the Business Subsidiaries, (b) conflict withwith or violate any Law or Governmental Order applicable to any of the Sellers or the Business Subsidiaries, or (c) result in any Default 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 give rise to a right any Person any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than a Permitted Lien) on the Equity Interests, the Supplier Membership Interests or any of the assets Transferred Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument to which the Business Subsidiaries, to the Knowledge of such InvestorGE, the Existing Investors Supplier (with respect to the Business) or any Seller (with respect to the Business or the Investors’ Representative under any provision of (iTransferred Assets) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which the Equity Interests, the Supplier Membership Interests or any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are Transferred Assets is bound or (iii) any Law or Judgmentaffected, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses (iib) or and (iiic), any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments rights or Encumbrances that Liens as have not had or would not reasonably be expected to have a Material Adverse Effect or would not materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative Sellers (as applicable) to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out consummate the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization ofby, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to any of the Investorsperform their obligations under, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSETransaction Agreements.
Appears in 1 contract
No Conflict. The (a) None of the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Buyer of this Agreement and or the Amended and Restated Stockholder Agreement do notTransaction Documents to which it is a party, and the consummation of the Offering and the other transactions contemplated hereby and or thereby and by Buyer, or the compliance by Buyer with any of the provisions of this Agreement and the Amended and Restated Stockholder Agreement hereof or thereof, will not, (i) conflict with, or result in any Default violation of the Organizational Documents of Buyer, (ii) conflict, or result in any violation of, any Law applicable to Buyer or to which any of its properties or assets are bound or (iii) conflict, or result in any violation of or default under, or give rise to a right of termination, termination or cancellation or acceleration of any material obligation or to the loss of a material 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Buyer is a party or by which any of the Investors’, the Existing Investors’ Buyer or the Investors’ RepresentativeBuyer’s properties or assets are bound or (iii) any Law or Judgmentbound, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses (ii) or this clause (iii), any for such conflicts, Defaultsviolations, rightsdefaults, losses, amendments terminations or Encumbrances that cancellations as would not reasonably be expected to to, individually or in the aggregate, prevent or materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative Buyer to enter into and perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement Transaction Documents to which it is a party or carry out consummate the transactions contemplated hereby or thereby in accordance with the terms herein or therein. thereby.
(b) No material Permitconsent, waiver, approval, license, order or authorization Permit of, or registration, declaration or filing with, or notice notification to, any Governmental Entity Authority is required to be obtained or made by or with respect to any on the part of the Investors, the Existing Investors or the Investors’ Representative Buyer in connection with the execution, delivery and performance by Buyer of this Agreement, Agreement or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative Transaction Documents to which it is a party or the consummation by such Investor, such Existing Investor or the Investors’ Representative Buyer of the Offering or the other transactions contemplated by hereby or thereby except for such consents, waivers, approvals, licenses, 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 obligations under this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under Transaction Documents to which it is a party or consummate the Exchange Act, the Securities Act, state securities Laws transactions contemplated hereby or “blue-sky” laws and the rules and regulations of the NYSEthereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (InvenTrust Properties Corp.)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement by each of Acquiror, Merger Sub I and Merger Sub II and (in the case of Acquiror), upon receipt of the Acquiror Stockholder Approval and the Amended and Restated Stockholder Agreement do noteffectiveness of the Acquiror Charter Amendment, and the consummation of the Offering and the other transactions contemplated hereby do not and thereby and compliance will not (a) conflict with or violate any provision of, or result in the provisions breach of, the Acquiror Organizational Documents, any organizational documents of this Agreement and any Subsidiaries of Acquiror or any of the Amended and Restated Stockholder Agreement will notorganizational documents of either Merger Sub I or Merger Sub II, (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to each of Acquiror, Merger Sub I or Merger Sub II or any of their respective properties or assets, (c) violate, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration breach of any obligation provision of or to the loss of any benefit under, constitute a benefit default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of such Investorany Contract to which each of Acquiror, the Existing Investors Merger Sub I or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Merger Sub II or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative their respective Subsidiaries is a party or by which any of the Investors’, the Existing Investors’ their respective assets or the Investors’ Representative’s assets are properties may be bound or affected or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties or assets of Acquiror, the Existing Investors Merger Sub I or the Investors’ Representative or their assetsMerger Sub II, other than, except (in the case of clauses (iib), (c) or (iii)d) above) for such violations, any such conflicts, Defaultsbreaches or defaults which have not had or would not, rightsindividually or in the aggregate, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay have a material adverse effect on the ability of such InvestorAcquiror, such Existing Investor Merger Sub I or the Investors’ Representative Merger Sub II to enter into and perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or and consummate the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSETransactions.
Appears in 1 contract
No Conflict. The Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 7.05, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and each Transaction Agreement to which any Trebia Party is a party by such Trebia Party and, upon receipt of the Amended and Restated Stockholder Agreement do notRequired Trebia Shareholder Approvals by the Trebia Shareholders, and the consummation of the Offering and the other transactions contemplated hereby or by any Transaction Agreement do not and thereby and compliance will not (a) conflict with or violate any provision of, or result in the provisions breach of this Agreement and the Amended and Restated Stockholder Agreement will notTrebia Organizational Documents or any organizational documents of any other Trebia Party, (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to Trebia, such Trebia Party or any Subsidiaries of such Trebia Party or any of their respective properties or assets, (c) violate, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration breach of any obligation provision of or to the loss of any benefit under, constitute a benefit default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of any Contract to which such Trebia Party or any Subsidiaries of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Trebia Party is a party or by which any of the Investors’, the Existing Investors’ their respective assets or the Investors’ Representative’s assets are properties may be bound or affected, or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties or assets of such Trebia Party or any Subsidiaries of such Trebia Party, the Existing Investors or the Investors’ Representative or their assets, other than, except (in the case of clauses (iib), (c) or (iii)d) above) for such violations, any such conflicts, Defaultsbreaches or defaults which would not, rightsindividually or in the aggregate, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay have a material adverse effect on the ability of such Investor, such Existing Investor or the Investors’ Representative Trebia Party to enter into and perform its their respective obligations (if any) under this Agreement or the Amended and Restated Stockholder any Transaction Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permitto which such Trebia Party is a party, 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEas applicable.
Appears in 1 contract
Samples: Business Combination Agreement (Trebia Acquisition Corp.)
No Conflict. The execution, delivery and performance by such InvestorOther than as set forth on Schedule 3.3, the Existing Investors and execution by the Investors’ Representative Seller of this Agreement and by the Amended and Restated Stockholder Agreement Seller or VEX, as applicable, of the other Transaction Documents to which Seller and/or VEX is a Party, do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the Transactions will not:
(a) conflict with any of the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, Organizational Documents of Seller or VEX;
(b) materially conflict with any provision of any Law or Order applicable to Seller or VEX;
(c) conflict in any material respect with, or result in a material breach of, constitute a material default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any Default consent, notice, authorization or approval under, or give rise others the right to a right of terminationterminate, cancellation any indenture, mortgage, Lien or acceleration of any obligation Contract to which Seller, VEX or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative their respective Affiliates is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are them is bound or (iii) any Law or Judgment, in each case applicable to which any of the InvestorsMembership Interests or any of the Subject Assets are subject, except as would not have a Material Adverse Effect;
(d) result in the Existing Investors creation of, or afford any Person the right to obtain, (i) any Lien on the Membership Interests or the Investors’ Representative Subject Assets or their assets, other than, in the case of clauses (ii) the capital stock or (iii)other Equity Interests, property or assets of Seller under any such conflicts, Defaults, rights, losses, amendments Contract or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 otherwise with respect to the Subject Assets; or
(e) result in the revocation, cancellation, suspension or material modification of any Governmental Approval possessed by Seller or VEX that is necessary or desirable for the ownership, lease or operation of the InvestorsBusiness as now conducted by Seller and VEX in all material respects, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings including any Governmental Approvals under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEany applicable Environmental Law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Adams Resources & Energy, Inc.)
No Conflict. The Assuming that all consents, approvals, authorizations and other actions described in Section 3.06 have been obtained and all filings and notifications listed in Section 3.06 of the Disclosure Schedule have been made, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and by the Amended and Restated Stockholder Agreement do not, Stockholders and the consummation of the Offering and the other transactions contemplated herein in the manner contemplated hereby do not and thereby and compliance will not (a) violate, conflict with or result in the provisions breach of this Agreement and any provision of the Amended and Restated Stockholder Agreement will notcharter or by-laws (or similar organizational documents) of any Acquired Entity, (b) conflict with or violate (or cause an event which could have a Material Adverse Effect as a result of) any Law or Governmental Order applicable to the Stockholders, any Acquired Entity, or any of their respective assets, properties or businesses, or (c) conflict with, or result in any Default 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 rise to a right others any rights of termination, amendment, acceleration, suspension, revocation or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon on any of the Nu Skin Shares or on any of the assets or properties of such Investorthe Stockholders or any Acquired Entity pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Existing Investors Stockholders or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is Acquired Entities are a party or by which any of the Investors’, the Existing Investors’ Nu Skin Shares or the Investors’ Representative’s any of such assets or properties are bound or (iii) affected. Except as set forth in Section 3.05 of the Disclosure Schedule, no material amounts will become payable by any Law or Judgment, in each case applicable Acquired Entity to any former or current directors or officers of the Investors, the Existing Investors any Acquired Entity as a result of or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSE.
Appears in 1 contract
Samples: Stock Acquisition Agreement (Nu Skin Asia Pacific Inc)
No Conflict. The execution, delivery and performance by such InvestorExcept as set forth in Section 2.4 of the Disclosure Letter, the Existing Investors execution and the Investors’ Representative delivery by each Seller of this Agreement and the Amended and Restated Stockholder Agreement Ancillary Agreements to which it is or at the Closing will be a party do not, and the consummation performance by each Seller of the Offering this Agreement and the other Ancillary Agreements to which it is or at the Closing will be a party and the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under (i) violate any provision of (i) the certificate of incorporation or bylaws by-laws or certificate of formation or limited liability company agreement (or any relevant similar organizational documents instrument) of such Investor, such Existing Investor or the Investors’ Representativeeach Seller (other than any Seller who is an Individual), (ii) violate any material Contract Law, Permit or Order applicable to each Seller, or any of its assets, properties or businesses (including the Partnership Interests owned by each Seller), except for such violations, if any, that when taken together with all other such violations would not be reasonably likely to have, in the aggregate, a Material Adverse Effect on the ability of each Seller to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it will be a party other than at the CompanyClosing, (iii) result in a breach of, constitute a default (or an event which, with or without the giving of notice or lapse of time or both, would become a default) under, require any consent or notice under, or give to others any right of termination, amendment, acceleration, suspension, revocation or cancellation of, any oral or written contract, agreement, commitment or understanding, to which any of the Investors, the Existing Investors or the Investors’ Representative each Seller is a party or by which any of the Investors’is bound, the Existing Investors’ except for such breaches, defaults or the Investors’ Representative’s assets are bound failures to obtain consent or (iii) any Law give notice, if any, that when taken together with all other such breaches, defaults or Judgment, in each case applicable failures would not be reasonably likely to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanhave, in the case of clauses (ii) or (iii)aggregate, any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay a Material Adverse Effect on the ability of such Investor, such Existing Investor or the Investors’ Representative each Seller to perform its obligations (if any) under this Agreement or the Amended under, and Restated Stockholder Agreement or carry out to consummate the transactions contemplated hereby or thereby in accordance with by, this Agreement and the terms herein or therein. No material Permit, order or authorization ofAncillary Agreements to which it will be a party at the Closing, or registration, declaration or filing with, or notice to, (iv) result in the creation of any Governmental Entity is required to be obtained or made by or with respect to any of Lien on the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEPartnership Interests.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Navarre Corp /Mn/)
No Conflict. The executionExcept as set forth in Sections 2.5-A, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation 2.5-B or 2.5-C of the Offering and Disclosure Letter, as the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will notcase may be, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanand, in the case of clauses (ii) or and (iii), any with such conflicts, Defaults, rights, losses, amendments or Encumbrances that would other exceptions as are not reasonably be expected likely to materially impair have, individually or delay in the aggregate, (x) a material adverse effect on the ability of such Investor, such Existing Investor or the Investors’ Representative each Seller (other than NEWCRS) to perform its obligations (if any) under under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it is or at the Amended Closing will be a party, or (y) a material adverse effect on the ability of each Seller’s Relevant Worldspan Owner Entity (other than NEWCRS) to perform its obligations under, and Restated Stockholder to consummate the transactions contemplated by, the Ancillary Agreements to which it will be a party at the Closing, the execution and delivery by each Seller (other than NEWCRS) of this Agreement and the Ancillary Agreements to which it is or carry out at the Closing will be a party, and the execution and delivery by such Seller’s Relevant Worldspan Owner Entity (other than NEWCRS) of the Ancillary Agreements to which it will be a party at the Closing, do not, and the performance by such Seller of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party and the transactions contemplated hereby and thereby, and the performance by such Seller’s Relevant Worldspan Owner Entity of the Ancillary Agreements to which it will be a party at the Closing and the transactions contemplated thereby, do not and will not, (i) violate any provision of the certificate of incorporation or thereby by-laws or certificate of formation or limited liability company agreement of such Seller or such Seller’s Relevant Worldspan Owner Entity, (ii) subject to compliance with applicable Antitrust Laws, violate any Law, Permit or Order applicable to such Seller or such Seller’s Relevant Worldspan Owner Entity, or any of their respective assets, properties or businesses, (iii) result in accordance with the terms herein or therein. No material Permit, order or authorization a breach of, constitute a default (or registrationan event which, declaration with or filing withwithout the giving of notice or lapse of time or both, would become a default) under, require any consent under, or notice togive to others any right of termination, amendment, acceleration, suspension, revocation or cancellation of, any Governmental oral or written contract, agreement, commitment or understanding, to which such Seller or such Seller’s Relevant Worldspan Owner Entity is required to be obtained a party or made by is bound, or with respect to (iv) result in the creation of any Lien on any Partnership Interest of such Seller’s Relevant Worldspan Owner Entity or any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance assets of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSESeller’s Relevant Worldspan Owner Entity.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Ws Financing Corp)
No Conflict. The execution, delivery Except as disclosed on SCHEDULE 2.05 and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and assuming compliance with the provisions of this Agreement Xxxx-Xxxxx Act and the Amended and Restated Stockholder Agreement will notreceipt of all necessary FCC approvals, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with neither the execution, delivery and performance of this AgreementAgreement or the Other Agreements to which it is a party by either the Company or any of the Stockholders nor the consummation by the Company or any of the Stockholders of the transactions contemplated hereby or thereby will (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Certificate of Incorporation, as amended, or the Amended and Restated Stockholder Agreement by such InvestorBy-Laws, such Existing Investor or the Investors’ Representative or the consummation by such Investoras amended, such Existing Investor or the Investors’ Representative of the Offering Company or any of the Subsidiaries, (ii) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the partnership agreement, certificate of limited partnership or other governing document or agreement of any of the Stockholders, (iii) result in a Default under, or require the consent or approval of any party to, any Contract or License of the Company or any of the Subsidiaries required to be set forth on one or more of the Schedules contemplated by Section 2.23 hereof or any Contract or License of any of the Stockholders (which, in the case of the Stockholders, would (a) affect the ability of the Stockholders to consummate the transactions contemplated by this Agreement hereby) or (b) result in any Liability to Purchaser (iv) result in the Amended and Restated Stockholder Agreementviolation of any Law or Order applicable to the Company, any of the Subsidiaries or any of the Stockholders (which, in the case of the Stockholders, would (a) affect the ability of the Stockholders to consummate the transactions contemplated hereby) or (b) result in any Liability to Purchaser or (v) result in the creation or imposition of any Lien applicable to the Stock, the Company or any of the Subsidiaries, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEin each case as would not have a Material Adverse Effect.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and any Transaction Agreement to which any SPAC Party is a party by such SPAC Party and, upon receipt of approval of the Amended and Restated SPAC Stockholder Agreement do notMatters by the SPAC Stockholders, and the consummation of the Offering Transactions do not and will not (a) conflict with or violate any provision of, or result in the other transactions contemplated hereby and thereby and compliance breach of the SPAC Organizational Documents or any organizational documents of any Subsidiaries of SPAC, (b) conflict with the provisions or result in any violation of this Agreement and the Amended and Restated Stockholder Agreement will notany provision of any Law or Governmental Order applicable to SPAC, any Subsidiaries of SPAC or any of their respective properties or assets, (c) violate, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration breach of any obligation provision of or to the loss of any benefit under, constitute a benefit default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Contract to which SPAC or any relevant organizational documents Subsidiaries of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative SPAC is a party or by which any of the Investors’, the Existing Investors’ their respective assets or the Investors’ Representative’s assets are properties may be bound or affected, or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties or assets of SPAC or any Subsidiaries of SPAC, the Existing Investors or the Investors’ Representative or their assets, other than, except (in the case of clauses (iib), (c) or (iii)d) above) for such violations, any such conflicts, Defaultsbreaches or defaults which would not, rightsindividually or in the aggregate, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave a SPAC Material Adverse Effect.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended applicable Ancillary Agreements by the Sellers, the Sellers’ Representative and Restated Stockholder Agreement do noteach Group Company (as applicable), and the consummation of the Offering and the other transactions contemplated hereby and thereby thereby, do not and compliance will not (a) violate, conflict with or result in the provisions breach of this Agreement and any provision of the Amended and Restated Stockholder Agreement will notGoverning Documents of the Group Companies; (b) conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under any Law or Governmental Order applicable to the Group Companies, the Assets, the Business or the Company Intellectual Property; (c) except as set forth on Section 3.4 of the Disclosure Schedule, conflict with, or result in any Default 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 rise to a right others any rights of termination, amendment, acceleration, suspension, revocation or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon on any of the assets of such InvestorAssets pursuant to, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Group Company is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets Assets are bound or affected; or (iiid) except for such filings as may be required under the HSR Act, require any Law consent, approval, authorization or Judgmentother order of, action by, filing with or notification to, any Governmental Authority, or conflict with or result in each case applicable to a breach of any of the Investorsterms or requirements of, or give any Governmental Authority the Existing Investors right to revoke, withdraw, suspend, cancel, terminate or modify, any material Permit that is held by or on behalf of the Investors’ Representative or their assetsGroup Companies, other than, in excluding from the case of foregoing clauses (ii) or (iiib), (c), and (d) any such conflictsconsent, Defaultsapproval, rightsnotice or filing the absence of which, lossesand any violation, amendments breach, or Encumbrances that right of termination, cancellation, or acceleration the existence of which, would not reasonably be expected to materially impair or delay be material to the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or thereinGroup Companies. No material Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained The Sellers have delivered or made by or with respect available to any the Purchaser accurate and complete copies of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEeach Group Company’s Governing Documents.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Hc2 Holdings, Inc.)
No Conflict. The executionExcept as set forth in Schedule 3.4 of the Company Disclosure Schedules, neither the execution nor delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and nor the consummation or performance of any of the Offering and Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (a) assuming receipt of the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Company Stockholder Agreement will notApproval, contravene, conflict with, with or result in a violation of any Default underprovision of the certificate of incorporation, certificate of formation or charter (or similar organizational documents) or bylaws or operating agreement, each as in effect on the date hereof, or give rise to a right any currently effective resolution adopted by the board of terminationdirectors, cancellation stockholders, manager or acceleration members of, the Company or any of any obligation or to its Subsidiaries; (b) assuming receipt of the loss of a benefit underRequisite Regulatory Approvals, contravene, conflict with or result in the amendment a violation of any term Legal Requirement or provision of any Order to which the Company or the creation of any Encumbrance upon any of the assets of such Investorits Subsidiaries, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investortheir respective assets that are owned or used by them, such Existing Investor may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors Requisite Regulatory Approvals or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanthat, in the case of clauses (ii) assets used and not owned by the Company, that does not affect the Company’s right to use such assets; or (iii)c) contravene, conflict with or result in a violation or breach of any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization provision of, or registration, declaration give any Person the right to declare a default or filing withexercise any remedy under, or notice toto accelerate the maturity or performance of, or to cancel, terminate or modify, or which would result in the creation of any Governmental Entity is required to be obtained lien, charge or made by encumbrance upon or with respect to any of the Investorsassets owned or used by the Company or its Subsidiaries under, any Company Material Contract, except (in case of clause (c)) for such contraventions, conflicts, breaches or defaults that, either individually or in the Existing Investors aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Except for: (i) the filing of applications, filings and notices, as applicable, with the Federal Reserve and approval of such applications, filings and notices; (ii) the filing of applications, filings and notices, as applicable, with the State of Illinois Department of Financial and Professional Regulation, Division of Banking, and approval of such applications, filings and notices; (iii) the filing with the SEC of the Joint Proxy Statement in definitive form and of the Registration Statement and declaration of effectiveness of the Registration Statement; (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (v) such filings and approvals as are required to be made or obtained under the Investors’ Representative securities or “Blue Sky” laws of various states in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative issuance of the Offering shares of Acquiror Common Stock pursuant to this Agreement and the listing of additional shares of Acquiror Common Stock on the NASDAQ Global Select Market, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality are necessary on the other transactions contemplated by part of the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws consummation or “blue-sky” laws and the rules and regulations performance of any of the NYSEContemplated Transactions.
Appears in 1 contract
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby hereby, will not (i) contravene, conflict with, result in a breach of or violate any provision of the Company Charter Documents or any Subsidiary Charter Documents of any Significant Subsidiary of the Company, (ii) subject to, and thereby only if required, obtaining the Stockholder Approval as contemplated in Section 5.2 and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will notrequirements set forth in Section 2.3(c), conflict with, with or violate any material Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets (whether tangible or intangible) is bound or affected or (iii) result in any Default breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s rights or to the Company’s Knowledge, alter the rights or obligations of any third Person under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation Company Material Contract or to any Governmental Authorization affecting, or relating in any way to, the loss assets or business of a benefit underthe Company or any of its Subsidiaries, or result in the amendment of any term or provision of or the creation of any Encumbrance upon a Lien on any of the properties or assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party its Subsidiaries other than the Company) to which any of the InvestorsPermitted Liens, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses clause (ii) or this clause (iii), any for such conflictsbreaches, Defaultsdefaults, rightsimpairments, lossesterminations, amendments amendments, accelerations or Encumbrances that cancellations as, individually or in the aggregate, would not reasonably be expected to materially impair or delay have a Company Material Adverse Effect. Section 2.3(b) of the ability Company Disclosure Schedule lists all consents, waivers and approvals required to be obtained in connection with the consummation of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby under any Company Material Contract, which if not obtained, individually or thereby in accordance with the terms herein or therein. No material Permitaggregate, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required would reasonably be expected to be obtained or made by or with respect to any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Broadcom Corp)
No Conflict. The Neither the execution, delivery and performance by the Seller of this Agreement and the other Seller Documents to which it is a party, nor the consummation of the Buyer's acquisition of the Seller's interest in the Property (or any portion thereof) and/or the Single Purpose Entities contravenes any provision of (a) the Partnership Agreement or any agreement to which the Seller is a party, (b) any judgment, order, decree, writ or injunction applicable to the Seller or the Property (or any portion thereof), (c) any applicable Legal Requirements or (d) any other agreement to which the Seller is or may hereafter be a party or by which the Seller or the Property (or any portion thereof) may be bound or affected (including, without limitation, the Lease Documents and the Future Financing Documents). As of the applicable Closing Date involving the acquisition of all of the equity interests in any Single Purpose Entity by the Buyer pursuant to this Agreement, neither the execution, delivery and performance by such InvestorSingle Purpose Entity of any Seller Documents to which it is a party, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and nor the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions Buyer's acquisition of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any all of the assets of equity interests in such Investor, the Existing Investors or the Investors’ Representative under Single Purpose Entity will contravene any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ RepresentativeSingle Purpose Entity's LLC Agreement, (ii) any material Contract judgment, order, decree, writ or injunction applicable to such Single Purpose Entity or that portion of the Property that such Single Purpose Entity owns or leases, (with a party iii) any applicable Legal Requirements or (iv) without limiting the terms of any other than the Company) provision hereof, any other agreement to which any of the Investors, the Existing Investors or the Investors’ Representative is such Single Purpose Entity may be a party or by which any such Single Purpose Entity or such portion of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are Property may be bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEaffected.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor, Except as disclosed on Schedule 2.05 or as contemplated in the Existing Investors and the Investors’ Representative of this WEAU Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and assuming compliance with the provisions of this Agreement Hart-Scott Act and the Amended and Restated Stockholder Agreement will notreceipt xx xxx xxxessary FCC approvals, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with neither the execution, delivery and performance of this AgreementAgreement or the Other Agreements to which it is a party by either the Company or any of the Stockholders nor the consummation by the Company or any of the Stockholders of the transactions contemplated hereby or thereby will (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Certificate of Incorporation, as amended, or the Amended and Restated Stockholder Agreement by such InvestorBy-Laws, such Existing Investor or the Investors’ Representative or the consummation by such Investoras amended, such Existing Investor or the Investors’ Representative of the Offering Company or any of the Subsidiaries, (ii) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the partnership agreement, certificate of limited partnership or other governing document or agreement of any of the Stockholders, (iii) result in a Default under, or require the consent or approval of any party to, any Contract or License of the Company or any of the Subsidiaries required to be set forth on one or more of the Schedules contemplated by Section 2.23 hereof or any Contract or License of any of the Stockholders (which, in the case of the Stockholders, would (a) affect the ability of the Stockholders to consummate the transactions contemplated by this Agreement hereby or (b) result in any Liability to Purchaser), (iv) result in the Amended and Restated Stockholder Agreementviolation of any Law or Order applicable to the Company, any of the Subsidiaries or any of the Stockholders (which, in the case of the Stockholders, would (a) affect the ability of the Stockholders to consummate the transactions contemplated hereby or (b) result in any Liability to Purchaser) or (v) result in the creation or imposition of any Lien applicable to the Stock, the Company or any of the Subsidiaries, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEin each case as would not have a Material Adverse Effect.
Appears in 1 contract
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Purchaser of this Agreement and the Amended any Related Agreements to which it is a party do not and Restated Stockholder Agreement do will not, and the consummation of the Offering and the other transactions contemplated hereby and thereby Transactions and compliance by the Purchaser with the provisions of this Agreement and the Amended and Restated Stockholder Agreement any Related Agreements to which it is a party will not, conflict with, or result in any Default violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment creation of any term right or provision benefit on the part of any third party under, or result in the creation of any Encumbrance Lien upon any of the properties or assets of such Investor, the Existing Investors or the Investors’ Representative Purchaser under any provision of (i) the certificate of incorporation organizational or bylaws or any relevant organizational governing documents of such Investor, such Existing Investor the Purchaser or the Investors’ Representative, (ii) assuming that the authorizations, consents and approvals referred to in Section 5.04 are obtained prior to the Closing Date and the filings referred to in Section 5.04 are made and any material Contract waiting periods thereunder have terminated or expired prior to the Closing Date, (with a party other than the CompanyA) any term, condition or provision of any contract to which the Purchaser or any of the Investors, the Existing Investors or the Investors’ Representative its Affiliates is a party or by which any of the Investors’, the Existing Investors’ its properties or the Investors’ Representative’s assets are bound or and that is material to the business of the Purchaser and its Affiliates, taken as a whole, (iiiB) any Law that is material to the Purchaser and its Affiliates, taken as a whole, or (C) any Judgment, permit, concession, grant or franchise, in each case case, applicable to the Purchaser or any of the Investors, the Existing Investors its Affiliates or the Investors’ Representative any of its properties or their assets, other than, in the case of clauses (iiclause (ii) or (iii)above, any such conflicts, Defaultsviolations, breaches, defaults, rights, losseslosses or Liens that, amendments individually or Encumbrances that in the aggregate, have not had and would not reasonably be expected to materially impair or delay have a material adverse effect on the Purchaser’s ability of such Investor, such Existing Investor or to consummate the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSETransactions.
Appears in 1 contract
Samples: Securities Purchase and Rights Agreement (Pattern Energy Group Inc.)
No Conflict. The executionProvided that all consents, delivery approvals, authorizations and performance by such Investorother actions described in Section 4.03 have been obtained or taken, except as otherwise provided in this Article IV and except as may result from any facts or circumstances relating exclusively to the identity or regulatory status of the Parent or its Affiliates (other than the Companies), the Existing Investors execution and delivery by the Investors’ Representative Acquiror or the applicable Affiliate of this Agreement and the Amended and Restated Stockholder Agreement do notAcquiror (as applicable) of, and the consummation by the Acquiror or the applicable Affiliate of the Offering and Acquiror (as applicable) of the other transactions contemplated hereby by, the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party do not and thereby and compliance will not (a) violate or conflict with the provisions organizational documents of this Agreement and the Amended and Restated Stockholder Agreement will notAcquiror or the applicable Affiliate of the Acquiror (as applicable), (b) subject to the Governmental Approvals referred to in Section 4.03, conflict with, with or violate any Law or Governmental Order applicable to the Acquiror or the applicable Affiliate of the Acquiror (as applicable) or by which any of them or any of their respective properties or assets is bound or subject or (c) result in any Default breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or give rise to a right any Person any rights of termination, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than Permitted Liens) on any of the assets or properties of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Acquiror or any relevant organizational documents of such Investorits Affiliates, such Existing Investor or the Investors’ Representativein each case, (ii) pursuant to any material Contract (with a party other than the Company) contract or any note, bond, loan or credit agreement, mortgage or indenture to which the Acquiror or any of the Investors, the Existing Investors or the Investors’ Representative its Affiliates is a party or by which any of the Investors’, the Existing Investors’ them or the Investors’ Representative’s any of their respective properties or assets are is bound or (iii) any Law or Judgmentsubject, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses (iib) or and (iii)c) of this Section 4.02, for any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments terminations, accelerations, cancellations or Encumbrances that creations that, individually or in the aggregate, would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave an Acquiror Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Grupo Financiero Galicia Sa)
No Conflict. The Assuming that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained, all filings and notifications listed in Section 3.05 of the Disclosure Schedule have been made and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to Abbott or the other Purchasers, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Guidant of this Agreement and the Amended and Restated Stockholder Agreement do notAgreement, and the consummation execution, delivery and performance by each of Guidant and each Seller of the Offering Ancillary Agreements to which it is a party, do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or by laws (or similar organizational documents) of Guidant, the Sellers or the Transferred Subsidiaries, (b) conflict with or violate any Law or Governmental Order applicable to Guidant, the Sellers or the Transferred Subsidiaries, as applicable, or their respective properties or other transactions contemplated hereby and thereby and compliance with assets, or (c) except as set forth in Section 3.04(c) of the provisions of this Agreement and the Amended and Restated Stockholder Agreement will notDisclosure Schedule, conflict with, or result in any Default violation or breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to a right of others any rights of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance (other than Permitted Encumbrances) in or upon any the properties or other assets of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Business or any relevant organizational documents of such InvestorTransferred Subsidiary under, such Existing Investor any Contract to which Guidant, a Seller or the Investors’ Representativea Transferred Subsidiary is a party, (ii) any material Contract (with a party other than the Company) or to which any of the Investorsrespective Purchased Assets is subject, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses (iib) or and (iiic), any such conflicts, Defaults, rights, losses, amendments as individually or Encumbrances that in the aggregate has not had and would not reasonably be expected to materially (i) have a Material Adverse Effect, (ii) impair or delay in any material respect the ability of such Investor, such Existing Investor Guidant or the Investors’ Representative any Seller to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor(iii) prevent or materially impede, such Existing Investor interfere with, hinder or the Investors’ Representative or delay the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSE.
Appears in 1 contract
No Conflict. The execution(a) Except for such filings as may be required under the HSR Act and as set forth on Schedule 3.11(a), neither the execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and or any of the Amended and Restated Stockholder Agreement do not, and other Acquisition Documents nor the consummation or performance of the Offering and the other transactions contemplated hereby and thereby and compliance Subject Transactions will, directly or indirectly (with the provisions or without notice or lapse of this Agreement and the Amended and Restated Stockholder Agreement will nottime):
(i) contravene, conflict with, or result in a violation of (A) any Default underprovision of the Organizational Documents of Seller, or give rise to a right (B) any resolution adopted by the Governing Authority of terminationSeller that is currently in effect;
(ii) contravene, cancellation or acceleration of any obligation or to the loss of a benefit underconflict with, or result in a violation of, or give any Governmental Body or other Person the amendment right to challenge any of the Subject Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which Seller, or any of the Seller’s Assets, may be subject;
(iii) contravene, conflict with, or result in a violation of any term of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Seller or that otherwise relates to any of the Seller’s Assets;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) contravene, conflict with, or result in a violation or breach of any provision of, 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 Assigned Contract, Contract set forth on Schedule 3.10(a), or Governmental Authorizations to which Seller is a party or to which Seller is bound by or to which any of Seller’s Assets are subject; or
(vi) result in the imposition or the creation of any Encumbrance upon any of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the InvestorsSeller’s Assets.
(b) Except for such filings as may be required under the HSR Act and as set forth on Schedule 3.11(b), no Seller is or will be required to give any notice or other action to, or obtain any Consent from, any Person, under any Contract or Governmental Authorizations to which Seller is a party or to which Seller is bound by or to which any of Seller’s Assets are subject (including the Existing Investors or the Investors’ Representative Assigned Contracts) in connection with the execution, execution and delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended other Acquisition Documents or the consummation or performance of the Subject Transactions.
(c) All such filings, consents and Restated Stockholder Agreement, except for compliance with and filings waivers (i) as may be required under the Exchange ActHSR Act will be duly filed, given, or taken on or prior to the Securities ActClosing Date, state securities Laws and (ii) set forth on Schedules 3.11(a) and (b) will be duly filed, requested or “blue-sky” laws taken on or prior to the Closing Date (except those consents expressly required by Article VII to be obtained prior to the Closing Date, which will be obtained and in full force and effect on the rules and regulations of the NYSEClosing Date as a condition to closing under Article VII).
Appears in 1 contract
No Conflict. The execution, delivery and performance by such InvestorHolding, the Existing Investors Company and the Investors’ Representative Material Subsidiaries of this Agreement and the Amended and Restated Stockholder Agreement do not, Loan Documents to which each such Person is a party and the consummation of the Offering and the other transactions contemplated hereby thereby do not and thereby and compliance with will not (i) violate any provision of law applicable to Holding, Company or any Material Subsidiary, the provisions Certificate of this Agreement and the Amended and Restated Stockholder Agreement will notIncorporation or Bylaws (or equivalent documents) of Holding, Company or any Material Subsidiary, or any order, judgment or decree of any court or other agency of government, domestic or foreign, binding on Holding, Company or any Material Subsidiary, (ii) conflict with, or result in a breach of or constitute (with due notice or lapse of time or both) a default under any Default underContractual Obligation of Holding, Company or give rise any Material Subsidiary, (iii) pursuant to a right of terminationany such Contractual Obligation, cancellation result in or acceleration require the creation or imposition of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance Lien upon any of the properties or assets of such InvestorHolding, Company or any Material Subsidiary (other than Liens in favor of (a) the Existing Investors Collateral Agent for the benefit of Lenders and the Eurocurrency Lenders or (b) any Person as agent or trustee for the Investors’ Representative 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 provision Contractual Obligation of Holding, Company or any Material Subsidiary, except for such 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) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative), (ii) any material Contract (with a party other than the Company) to which any of the Investors), the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) and (iv) for any Law or Judgmentsuch violations, in each case applicable conflicts, breaches and defaults the existence of which, and any such approvals and consents the failure of which to any of the Investorsbe obtained, the Existing Investors or the Investors’ Representative or their assets, other than, individually and in the case of clauses (ii) or (iii)aggregate, any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair have a material adverse effect on the business or delay financial condition of Holding and its Subsidiaries, taken as a whole, or on the ability of such InvestorHolding, such Existing Investor or Company and the Investors’ Representative Material Subsidiaries to perform its their respective obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSELoan Documents.
Appears in 1 contract
No Conflict. The Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.05 or on Schedule 5.06, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement by each of Acquiror and Merger Sub, upon receipt of the Acquiror Stockholder Approval and the Amended and Restated Stockholder Agreement do noteffectiveness of the Acquiror A&R Charter, and the consummation of the Offering and the other transactions contemplated hereby do not and thereby and compliance will not (a) conflict with or violate any provision of, or result in the provisions breach of, the Acquiror Organizational Documents, any organizational documents of this Agreement and any Subsidiaries of Acquiror or any of the Amended and Restated Stockholder Agreement will notorganizational documents of Merger Sub, (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to each of Acquiror or Merger Sub or any of their respective properties or assets, (c) violate, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration breach of any obligation provision of or to the loss of any benefit under, constitute a benefit default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of such Investor, the Existing Investors any Contract to which each of Acquiror or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Merger Sub or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative their respective Subsidiaries is a party or by which any of the Investors’, the Existing Investors’ their respective assets or the Investors’ Representative’s assets are properties may be bound or affected or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties or assets of Acquiror or Merger Sub, the Existing Investors or the Investors’ Representative or their assets, other than, except (in the case of clauses (iib), (c) or (iii)d) above) for such violations, any such conflicts, Defaultsbreaches or defaults which would not, rightsindividually or in the aggregate, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave an Acquiror Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graf Industrial Corp.)
No Conflict. The (a) None of the execution, delivery and or performance by such Investor, the Existing Investors and the Investors’ Representative Seller of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out Transaction Documents to which Seller is a party, nor the consummation of the transactions contemplated hereby or thereby will, directly or indirectly:
(i) contravene, conflict with or result (with or without notice or lapse of time) in accordance with the terms herein violation or therein. No material Permitbreach of: (A) any of the provisions of the governing documents of Seller or the Acquired Company; (B) any federal, state or local law, statute, ordinance, rule, treaty or decision or any judgment, order or authorization decree of any court, arbitrator or any other Governmental Authority (“Law”) to which Seller or the Acquired Company may reasonably be subject, in each case that would reasonably be expected to have a Material Adverse Effect; (C) any of the terms or requirements of, or registrationgive any third party the right (with or without notice or lapse of time) to revoke, declaration withdraw, suspend, cancel, terminate or filing withmodify, any Permit to which Acquired Company is subject (including in respect of the Project) or, primarily in respect of the Project, to which Seller is subject; or (D) any of the provisions of, or give any third party the right (with or without notice toor lapse of time) to declare a default or exercise any remedy under, or to accelerate any obligation under or cancel, terminate or modify, any Governmental Entity written or oral contract, agreement or other obligation (1) to which Acquired Company is required a party, under which Acquired Company has any rights or by which Acquired Company, or any of the assets owned or used by Acquired Company, including the Project, may be bound or (2) primarily with respect to the Project, to which Seller is a party, under which Seller has any rights or by which Seller, or any of the Project-related assets owned or used by Seller, may be obtained bound;
(ii) result (with or made by without notice or lapse of time) in the imposition or creation of any Lien upon or with respect to any of the InvestorsMembership Interests or Assets or properties of the Acquired Company (including the Project) or Seller (primarily with respect to the Project);
(iii) except as shall have already been obtained, the Existing Investors require any authorization, consent, approval, exemption or the Investors’ Representative in connection with the execution, delivery and performance of this Agreementother action by or notice or declaration (A) to, or filing with, any Governmental Authority or (B) under the Amended and Restated Stockholder Agreement by such Investorprovisions of (1) the governing documents of Seller or Acquired Company or (2) any agreement, such Existing Investor contract or the Investors’ Representative instrument to which Acquired Company or the consummation by such Investor, such Existing Investor or the Investors’ Representative any of the Offering Assets owned or used by Acquired Company, including the other transactions contemplated by this Agreement or Project, is bound or, primarily with respect to the Amended and Restated Stockholder AgreementProject, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEto which Seller is bound.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Rentech Inc /Co/)
No Conflict. The Assuming all consents, approvals, authorizations and other actions described in Section 3.03 of this Agreement and Section 3.03 of the Initial Purchase Agreement have been obtained and all filings and notifications listed in Section 3.11 of the Disclosure Schedule of the Initial Purchase Agreement have been made, and except as may result from any facts or circumstances relating solely to the Purchaser, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation by each of the Offering Seller and the other transactions contemplated hereby BE Aerospace does not and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will notnot (a) violate, conflict with, with or result in a breach of any Default provision of the charter or by-laws (or similar organizational documents) of the Seller or BE Aerospace and, to the best knowledge of the Seller and BE Aerospace, the Company or any subsidiary; (b) conflict with or violate any Law or Governmental Order applicable to the Seller or BE Aerospace and, to the best knowledge of the Seller and BE Aerospace, the Company or any subsidiary, except as would not, individually or in the aggregate, (i) have a material adverse effect on the ability of the Seller or BE Aerospace to consummate, or (ii) delay the consummation of, the transactions contemplated by this Agreement; or (c) 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 give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon on the Interests pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument to which the Seller or BE Aerospace, and to the best knowledge of the assets of such InvestorBE Aerospace, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative subsidiary is a party or by which any of the Investors’such assets or properties is bound or affected, including, without limitation, the Existing Investors’ indenture dated as of November 2, 1998 between BE Aerospace and the Bank of New York, except as would not, individually or in the Investors’ Representative’s assets are bound aggregate, (i) (A) have a material adverse effect on the ability of the Seller or BE Aerospace to consummate, or (B) delay the consummation of, the transactions contemplated by this Agreement, (ii) have a Material Adverse Effect or (iii) create any Law or Judgment, in each case applicable to any of claim against the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEPurchaser.
Appears in 1 contract
No Conflict. The Except as disclosed in Section 3.01(q) of the Seller Disclosure Schedule and subject to the required adoption of this Agreement by Required Seller Vote, 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 by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notAgreement, and the consummation of the Offering and the other transactions contemplated hereby hereby, by Seller and thereby Seller Sub do not and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, not (i) conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit underviolation of, or result in the amendment 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 term administrative agency or provision of commission or the creation of any Encumbrance upon other federal, state or local governmental authority or instrumentality (each, a “Governmental Authority”) applicable to Seller or any of the assets Seller Subsidiaries or any of such Investortheir respective properties; (B) the Articles of Incorporation or Code of Regulations of Seller, the Existing Investors or the Investors’ Representative under governing instruments of any provision of the Seller Subsidiaries; (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (iiC) any material Contract (with a party other than the Company) agreement, indenture or instrument to which Seller or any of the Investors, the Existing Investors or the Investors’ Representative 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 Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assetsSeller Subsidiaries, other than, in the case of clauses (iiA), (C) or and (iiiD), any such conflicts, Defaultsviolations, rights, losses, amendments breaches or Encumbrances defaults that individually or in the aggregate would not reasonably be expected to materially impair have a material adverse effect on Seller; (ii) result in the creation or delay acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Seller or any of the ability of Seller Subsidiaries, other than such Investorsecurity interests, such Existing Investor mortgages, options, claims, liens, charges or encumbrances that individually or in the Investors’ Representative to perform its obligations aggregate would not have a material adverse effect on Seller; or (if anyiii) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with violate the terms herein or therein. No material Permit, order or authorization conditions of, or registrationresult in the cancellation, declaration modification, revocation or filing with, or notice tosuspension of, any Governmental Entity is required to be obtained material license, approval, certificate, permit or made authorization held by Seller or with respect to any of the InvestorsSeller Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that individually or in the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEaggregate would not have a material adverse effect on Seller.
Appears in 1 contract
Samples: Merger Agreement (Wesbanco Inc)
No Conflict. The executionExcept as would not have a material adverse effect on ----------- the consolidated financial condition of the Company, provided that the preceding exception does not apply to Subsection 3.3(i), neither the execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and nor the consummation or performance of any of the Offering and the other transactions contemplated hereby and thereby and compliance Contemplated Transactions will, directly or indirectly (with the provisions or without notice or lapse of this Agreement and the Amended and Restated Stockholder Agreement will nottime or both);
(i) contravene, conflict with, with or result in a violation of (A) any Default underprovision of the Organizational Documents of the Company or the Subsidiaries, or give rise to a right (B) any resolution adopted by the board of terminationdirectors or the stockholders of the Company or the Subsidiaries;
(ii) contravene, cancellation or acceleration of any obligation or to the loss of a benefit under, conflict with or result in a violation of or give any Governmental Body or other Person the amendment right to challenge Codina's or the Company's consummation of any term of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Codina, the Company or any Subsidiary, or any of the assets owned or used by Codina, the Company or any Subsidiary, may be subject;
(iii) contravene, conflict with or result in a violation of any of the terms or requirements of or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization that is held by the Company or any Subsidiary or that otherwise relates to the business of, or any of the assets owned or used by, the Company or any Subsidiary;
(iv) to the Knowledge of Codina, cause the Company or any Subsidiary to become subject to or to become liable for the payment of any Tax for which they would otherwise not be liable;
(v) contravene, conflict with or result in a violation or breach of any provision of or give any Person the right to declare a default or exercise any remedy under or to accelerate the maturity or performance of or to cancel, terminate or modify any Applicable Contract; or
(vi) result in the imposition or creation of any Encumbrance upon any of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investorsassets owned or used by the Company and the Subsidiaries. Except as provided in Exhibit 3.3, neither Codina nor the Existing Investors Company nor any Subsidiary is or the Investors’ Representative will be required to give any notice to or obtain any Consent from any Person in connection with the execution, execution and delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws consummation or “blue-sky” laws and the rules and regulations performance of any of the NYSEContemplated Transactions except as set forth on Exhibit 3.3 attached hereto.
Appears in 1 contract
No Conflict. The executionAssuming the making and obtaining of all Seller Governmental Approvals and Third Party Consents, delivery and performance by such Investorexcept as may result from any facts or circumstances relating solely to Purchaser or its Affiliates, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this AgreementAgreement and the Ancillary Agreements by Seller, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative Seller of the Offering or the other transactions contemplated hereby and thereby, do not and will not (a) violate, conflict with or result in the breach of any provision of the articles of incorporation or by-laws (or similar organizational documents) of Seller, (b) conflict with or violate any Law or Governmental Order applicable to the Purchased Assets or Seller with respect to the Purchased Assets or (c) conflict with, result in any breach of or loss of benefit under, constitute a default (or event that, with the giving of notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any of the Purchased Assets pursuant to any Contract, Permit or arrangement to which Seller is a party (except to the extent included in the Excluded Assets) or by which any of the Purchased Assets is bound or affected or otherwise result in the creation of any Encumbrance (other than Permitted Encumbrances) on any of the Purchased Assets, except, with respect to clauses (b) and (c), for violations, conflicts, breaches, losses, defaults and other matters as would not adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEAncillary Agreements.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative execution of this Agreement and the Amended and Restated Stockholder Agreement do notAgreement, and the consummation of the Offering transactions contemplated herein, the performance by each of the Corporation and Freemark of its obligations hereunder and the other transactions contemplated hereby compliance by each of the Corporation and thereby and compliance Freemark with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will do not:
(i) violate, conflict withcontravene or breach, or constitute a default under, the constating instruments or by-laws of the Corporation or of Freemark;
(ii) violate, contravene or breach, or constitute a default under any contract, agreement, indenture, instrument, or commitment to which the Corporation or the Subsidiaries may be a party, or their properties may be subject, or by which either of them is bound or affected, except for those agreements listed in Schedule 3.1(d);
(iii) result in any Default underin, or give rise any Person the right to a right of seek, or to cause (a) the termination, cancellation cancellation, modification, amendment, variation or acceleration renegotiation of any obligation contract, agreement, indenture, instrument or commitment to which the loss Corporation or the Subsidiaries or any of their properties may be a benefit underparty or subject or by which either of them is bound or affected, or result in (b) the amendment acceleration or forfeiture of any term of payment, or provision (c) the loss in whole or in part of any benefit which would otherwise accrue to the Corporation or the Subsidiaries, except for these agreements listed in Schedule 3.1(d);
(iv) result in, or require the creation of any Encumbrance lien, hypothec, pledge, charge, prior claim, security interest, adverse claim or other encumbrance or right of others of any nature, whatsoever or howsoever arising (individually, a "Lien" and collectively, "Liens"), upon any of the assets of such Investor, the Existing Investors Subscribed Shares or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors Subscribed Shares or the Investors’ Representative is a party or by which any property of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any Corporation of the InvestorsSubsidiaries; or
(v) violate, the Existing Investors contravene or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), breach any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSELaws.
Appears in 1 contract
No Conflict. (a) The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, Ancillary Agreements by the RHP Parties (or any of their Affiliates) does not and the consummation by the RHP Parties (or such Affiliates) of the Offering and the other transactions contemplated hereby and thereby will not (i) conflict with or violate any provision of the certificate of formation or limited liability company agreement (or comparable governing documents) of the RHP Parties or such Affiliates or (ii) assuming (A) that all Company Approvals set forth in Section 3.4(a) of the Company Disclosure Letter have been obtained, (B) any applicable filing requirement under any Competition Law or Federal Communications Laws have been made and any waiting periods in connection therewith have terminated or expired, and (C) compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, and filings under, any applicable requirements of the Federal Communications Laws, (x) require any consent or result in other action by any Default Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or give rise to a any right of termination, cancellation or acceleration of any right or obligation of the Company or any OEG Subsidiary or to the a loss of a any benefit to which the Company or any OEG Subsidiary is entitled under, any provision of any Contract binding upon the Company or any OEG Subsidiary, (y) result in the amendment of any term or provision of or the creation of any Encumbrance Lien, other than a Permitted Lien, upon any of the respective properties or assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such InvestorOEG Subsidiary under, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which the Company or any of the Investors, the Existing Investors or the Investors’ Representative OEG Subsidiaries is a party party, or by which it or they or any of the Investors’, the Existing Investors’ their respective properties or the Investors’ Representative’s assets are bound or affected or (iiiz) conflict with or violate any Law or Judgment, in each case Legal Requirements applicable to the RHP Parties or any of the Investors, the Existing Investors their Affiliates or the Investors’ Representative any of their respective properties or their assets, other than, in the case of clauses clause (ii) or (iii), any such conflictsviolation, Defaultsconflict, rightsloss, lossesdefault, amendments right or Encumbrances Lien that would not reasonably be expected to materially impair be, individually or delay in the ability aggregate, material to the OEG Business.
(b) The execution and delivery of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement and the Ancillary Agreements by the RHP Parties or any of their Affiliates does not, and the Amended performance of this Agreement and Restated Stockholder Agreement or carry out the Ancillary Agreements and of the transactions contemplated hereby and thereby by the RHP Parties or thereby in accordance with any of their Affiliates will not, assuming (A) that all Company Approvals set forth on Section 3.4(a) of the terms herein or therein. No material PermitCompany Disclosure Letter have been obtained, order or authorization and (B) compliance with, and filings under, any applicable requirements of the Federal Communications Laws, require any consent of, or registration, declaration or filing with, or notice notification to, any Governmental Entity is required to be obtained Person, by the Company or made by or with respect to any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder AgreementOEG Subsidiaries, except for compliance with and where failure to obtain such consents or to make such filings under or notifications would not, individually or in the Exchange Actaggregate, reasonably be expected to be material to the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEOEG Business.
Appears in 1 contract
Samples: Investment Agreement (Ryman Hospitality Properties, Inc.)
No Conflict. The executionAssuming all consents, delivery approvals, authorizations and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notother actions described in Section 4.04 have been obtained, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, except as may result from any facts or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or circumstances relating solely to the loss of a benefit under, Lynx Companies or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of such Investortheir Affiliates or as described in SECTION 4.03 OF THE DETECTIVE DISCLOSURE SCHEDULE, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this AgreementAgreement and the Ancillary Agreements to which either is a party by Detective or Acquisition Sub does not and will not (a) violate or conflict with the Certificate of Incorporation, other constitutive documents or by-laws of Detective or Acquisition Sub, (b) conflict with or violate any Law or Governmental Order applicable to Detective or any of its Subsidiaries, or (c) result in any breach of, or constitute a default (or event which with the Amended giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on Detective or any of its Subsidiaries pursuant to, any Contract, License or other material instrument to which Detective or any of its Subsidiaries is a party or by which Detective, any of its Subsidiaries or any of their assets are bound or affected, except, in the case of clauses (b) and Restated Stockholder (c) above, (i) for conflicts, violations, breaches, defaults, rights of termination, amendment, acceleration or cancellation, or Liens as would not, individually or in the aggregate, (A) have a Material Adverse Effect, (B) impair the ability of Detective or Acquisition Sub to perform their respective obligations under this Agreement by such Investor, such Existing Investor or any of the Investors’ Representative Ancillary Agreements to which either is a party or (C) prevent or materially delay the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations any of the NYSEAncillary Agreements, or (ii) for Liens created by or through Lynx or any of its Affiliates.
Appears in 1 contract
Samples: Merger Agreement (Pearson Inc)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision None of (ia) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this AgreementAgreement and each Ancillary Agreement to which Seller or any of its Controlled Affiliates (including the Acquired Entity) is a party, (b) compliance by Seller or any of its Controlled Affiliates (including the Acquired Entity) with the terms and provisions of this Agreement and each such Ancillary Agreement to which Seller or any of its Controlled Affiliates (including the Acquired Entity)is a party, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or (c) the consummation by such Investor, such Existing Investor or the Investors’ Representative of any of the Offering transactions contemplated hereby or thereby, will, with or without the passage of time, the giving of notice, or both, directly or indirectly (i) violate any provision of the certificate of incorporation or bylaws or other similar organizational or governing document of Seller or any of its Controlled Affiliates (including the Acquired Entity), (ii) violate any Law or any injunction, Order or decree of any Governmental Authority to which Seller or any of its Controlled Affiliates (including the Acquired Entity) or any of their respective properties is subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or any Ancillary Agreement or to exercise any remedy or obtain any relief under any Law, injunction, order or decree of any Governmental Authority, (iii) result in a breach of, constitute a default (or an event which, with or without the Amended and Restated Stockholder Agreementgiving of notice or the lapse of time or both, except for compliance with and filings under would constitute such breach or default) under, give to others any right of termination, first refusal, amendment, modification or cancellation of, or result in the Exchange Acttermination or acceleration of any Contract, right or obligation under, or a loss of any benefit under, any Purchased Asset, (iv) result in a payment of any additional consideration to, or the Securities Actreduction of any payments from, state securities Laws any Person, or “blue-sky” laws and (v) result in the rules and regulations creation of any Encumbrance or restriction of any kind on any of the NYSEPurchased Assets; except in the case of clauses (i)-(v) above for matters which would not, individually or in the aggregate, be material to the Business or otherwise delay in any material respect or impair in any material respect the consummation of the transactions contemplated hereby.
Appears in 1 contract
No Conflict. The Except as disclosed in Section 3.01(q) of the Seller Disclosure Schedule and subject to the required adoption of this Agreement by Required Seller Vote, 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 by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notAgreement, and the consummation of the Offering and the other transactions contemplated hereby hereby, by Seller and thereby Seller Sub do not and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, not (i) conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit underviolation of, or result in the amendment 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 term administrative agency or provision of commission or the creation of any Encumbrance upon other federal, state or local governmental authority or instrumentality (each, a “Governmental Authority”) applicable to Seller or any of the assets Seller Subsidiaries or any of such Investortheir respective properties; (B) the Articles of Incorporation or Code of Regulations of Seller, the Existing Investors or the Investors’ Representative under governing instruments of any provision of the Seller Subsidiaries; (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (iiC) any material Contract (with a party other than the Company) agreement, indenture or instrument to which Seller or any of the Investors, the Existing Investors or the Investors’ Representative 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 Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assetsSeller Subsidiaries, other than, in the case of clauses (iiA), (C) or and (iiiD), any such conflicts, Defaultsviolations, rights, losses, amendments breaches or Encumbrances defaults that individually or in the aggregate would not reasonably be expected to materially impair have a material adverse effect on Seller; (ii) result in the creation or delay acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Seller or any of the ability of Seller Subsidiaries, other than such Investorsecurity interests, such Existing Investor mortgages, options, claims, liens, charges or encumbrances that individually or in the Investors’ Representative to perform its obligations aggregate would not have a material adverse effect on Seller; or (if anyiii) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with violate the terms herein or therein. No material Permit, order or authorization conditions of, or registrationresult in the cancellation, declaration modification, revocation or filing with, or notice tosuspension of, any Governmental Entity is required to be obtained material license, approval, certificate, permit or made authorization held by Seller or with respect to any of the InvestorsSeller Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that individually or in the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEaggregate would not have a material adverse effect on Seller.
Appears in 1 contract
No Conflict. The execution, delivery and performance of the Transaction Documents to which it is a party by such Investor, the Existing Investors Seller and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement each Purchased Entity do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance by Seller and each Purchased Entity with the provisions of this Agreement and the Amended and Restated Stockholder Agreement Transaction Documents to which it is a party will not, conflict with, or result in any Default violation, breach of or default under (with or without notice or lapse of time, or both), require any consent, waiver or approval under, or give rise to a any right of termination, cancellation or acceleration of any right, obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance Lien upon any of the properties or assets (including intangible assets) of such Investor, Seller or any Purchased Entity or any restriction on the Existing Investors conduct of any of the businesses or the Investors’ Representative operations of Seller or any Purchased Entity under any provision of (i) any of the certificate Organizational Documents of incorporation or bylaws Seller or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ RepresentativePurchased Entity, (ii) assuming the counter-parties thereto have duly executed and delivered the Transaction Documents, any material Contract (with a party other than the Company) to which such Seller or any of the Investors, the Existing Investors or the Investors’ Representative Purchased Entity is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Permit or any Law applicable to Seller, any Purchased Entity or Judgmenttheir respective properties or assets, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses except (iix) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that as have not impeded and would not reasonably be expected likely to materially impair or delay impede the ability of such Investor, such Existing Investor or the Investors’ Representative any party hereto to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out consummate the transactions contemplated hereby or thereby result in accordance with the terms herein creation of a material liability, Lien or therein. No material Permitother adverse claim against the Company, order the LLC Interest, the Shares or authorization ofany of the Purchased Entities, or registration(y) for any consents, declaration waivers or filing with, or notice to, approvals of any Governmental Entity is Authority required to be obtained or made by or with respect to any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Old Mutual Purchase Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSE.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor(a) Except as set forth on Schedule 5.3(a) (collectively, the Existing Investors “Buyer Required Governmental Authorizations”), no Governmental Authorizations need to be obtained by Buyer or is necessary in connection with the execution and the Investors’ Representative delivery of this Agreement and the Amended and Restated Stockholder Agreement do not, and or the consummation of the Offering and transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party, other than filings and expirations or terminations of the applicable waiting periods under the HSR Act and such other declarations, filings, registrations, notices, authorizations, consents or approvals if not obtained or made, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby by the Transaction Documents to which Buyer is, or will be, a party or to materially impair Buyer’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party.
(b) Assuming receipt of the Buyer Required Governmental Authorizations, the execution and thereby and compliance with the provisions delivery of this Agreement and, as of the Closing, the other Transaction Documents by Buyer and the Amended performance by Xxxxx of its obligations hereunder and Restated Stockholder Agreement thereunder, will not: (i) contravene, conflict with, with or result in any Default breach or violation of any provision of the Organizational Documents of Buyer; (ii) conflict with, result in a violation of or constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, or give rise to a any right of termination, cancellation cancellation, amendment or acceleration or loss of any obligation or to the loss of a material benefit under, require consent, approval or result waiver from, or require the giving of notice to any Person of the transactions contemplated by this Agreement (in any case, with or without the amendment giving of any term or provision of notice, or the creation passage of any Encumbrance upon time or both) under or in connection with any of the assets terms, conditions or provisions of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Buyer is a party or by which any property or asset of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are Buyer is bound or effected; (iii) except for any Buyer Required Governmental Authorizations, contravene, conflict with, violate or result in a default under any Law or Judgment, in each case applicable Order to which Buyer is subject or by which any of the InvestorsBuyer’s properties or assets is bound, the Existing Investors or the Investors’ Representative or their assets, other than, in the case except cases of clauses (ii) or and (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that as would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Buyer is, or will be, a party or to materially impair or delay the Buyer’s ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization ofTransaction Documents to which it is, or registrationwill be, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEa party.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Summit Midstream Partners, LP)
No Conflict. The execution, Neither the execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Sellers of this Agreement and or by any Seller, as applicable, of any of the Amended and Restated Stockholder Agreement do not, and Ancillary Agreements or the consummation by any Seller of any of the Offering and the other transactions contemplated hereby or thereby nor compliance by any Seller with or fulfillment by any Seller of the terms, conditions and thereby provisions hereof or thereof will:
(a) assuming that all necessary consents, approvals, authorizations and compliance with other actions described in Schedule 3.6(b) have been obtained, all filings and notifications described in Schedule 3.6(b) have been made and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating to Buyer, result in a violation or breach of the terms, conditions or provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict withof, or result in any Default underconstitute a default, an event of default or give rise to a right an event creating rights of terminationacceleration, termination or cancellation or acceleration of any obligation or to the a loss of a benefit rights under, or result in the amendment of any term creation or provision of or the creation imposition of any Encumbrance (other than Permitted Encumbrances) upon the Company, the LLC Interests or any of the assets of such Investorthe Company, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents formation and limited liability company agreement of such Investor, such Existing Investor or the Investors’ RepresentativeCompany, (ii) any material Contract (with a party other than the Company) Governmental Permit, Material Contract, note, instrument, mortgage, lease, franchise or financial obligation to which any of the Investors, the Existing Investors or the Investors’ Representative Company is a party or by which any asset of the Investors’Company is bound, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law Governmental Order to which the Company is a party or Judgment, in each case applicable to by which any asset of the Investors, Company is bound or (iv) any Requirements of Law affecting the Existing Investors or the Investors’ Representative or their assetsCompany, other than, in the case of clauses (ii) or ), (iii)) and (iv) above, any such conflictsviolations, Defaultsbreaches, defaults, rights, losses, amendments loss of rights or Encumbrances that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent or materially impair or delay the ability consummation of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out any of the transactions contemplated hereby hereby; or
(b) except (i) as set forth on Schedule 3.6(b) or thereby in accordance with the terms herein or therein. No material Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is (ii) such filings as may be required to be obtained or made by or with respect to any of the Investors, the Existing Investors or the Investors’ Representative in connection with the executionTaxes described in Section 5.1, delivery and performance of this Agreementrequire the approval, consent, authorization or act of, or the Amended and Restated Stockholder Agreement making by such Investorthe Company, such Existing Investor or the Investors’ Representative any Seller, of any declaration, filing or the consummation by such Investorregistration with, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEany Governmental Authority.
Appears in 1 contract
Samples: Limited Liability Company Interest Purchase Agreement (Nexien Biopharma, Inc.)
No Conflict. The executionExcept as set forth on Section 3.3 of the Seller Disclosure Schedule, neither the execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notAgreement, and nor the consummation or performance of the Offering and the other transactions contemplated hereby and thereby and compliance by this Agreement, will (a) directly or indirectly (with the provisions or without notice, lapse of this Agreement and the Amended and Restated Stockholder Agreement will not, time or both) conflict with, or result in any Default undera breach or violation of, constitute a default (or give rise to a any right of termination, cancellation cancellation, acceleration, suspension or acceleration modification of any obligation or to the loss of a benefit any benefit) under, result in any payment becoming due under, or result in the amendment imposition of any term or provision of or the creation of any Encumbrance upon Encumbrances on any of the Equity Interests or any of the properties or assets of such Investor, the Existing Investors or the Investors’ Representative any Acquired Company under any provision of (i) the certificate of incorporation or incorporation, bylaws or any relevant other comparable charter or organizational documents of such Investorany Acquired Company, such Existing Investor or any resolution adopted by the Sellers or the Investors’ Representativeboard of directors of any Acquired Company, (ii) any material Governmental Authorization or Contract (with a party other than the Company) to which any of the Investors, the Existing Investors Acquired Company or the Investors’ Representative any Seller is a party or by which any Acquired Company or any Seller is bound or to which any of the Investors’, the Existing Investors’ their respective properties or the Investors’ Representative’s assets are bound is subject or (iii) any Law or Judgment, in each case Judgment applicable to any Acquired Company or any Seller or any of the Investorstheir respective properties or assets; or (b) require any Acquired Company or any Seller to obtain any consent, the Existing Investors waiver, approval, ratification, permit, license, Governmental Authorization or the Investors’ Representative other authorization of, give any notice to, or their assetsmake any filing or registration with, any Governmental Authority or other thanPerson, except, in the case of the foregoing clauses (ii) or and (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that as would not have or be reasonably be expected likely to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance have a Material Adverse Effect. [***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSECommission.
Appears in 1 contract
No Conflict. The execution, Neither the execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Seller of this Agreement and or of any of the Amended and Restated Stockholder Agreement do notTransaction Documents, and nor the consummation by Seller of any of the Offering and the other transactions contemplated hereby or thereby, nor compliance by Seller with or fulfillment by Seller of the terms, conditions and thereby provisions hereof or thereof will:
(a) assuming that all necessary consents, approvals, authorizations and compliance with other actions described in Section 5.5(b) have been obtained, all filings and notifications described in Seller Schedule 5.5 have been made and any applicable waiting period under the HSR Act has expired or been terminated, result in a violation or breach of the terms, conditions or provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict withof, or result in any Default underconstitute a default, an event of default or give rise to a right an event creating rights of terminationacceleration, termination or cancellation or acceleration of any obligation or to the a loss of a benefit rights under, or result in the amendment of any term creation or provision of or the creation imposition of any Encumbrance upon Seller, any of the Shares or any of the assets of such InvestorSeller, the Existing Investors Company or the Investors’ Representative any Subsidiary, under any provision of (i) the certificate Constituent Documents of incorporation or bylaws Seller, the Company or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ RepresentativeSubsidiary, (ii) any material Contract of the Material Contracts, (with a party iii) any note, instrument, mortgage, lease, franchise or other than the Company) financial obligation to which any of the Investors, the Existing Investors or the Investors’ Representative Seller is a party or by which Seller is bound, (iv) any of the Investors’Governmental Order to which Seller, the Existing Investors’ Company or any Subsidiary is a party or by which Seller, the Investors’ Representative’s assets are Company or any Subsidiary is bound or (iiiv) any Requirements of Law or Judgment, in each case applicable to any of the Investorsaffecting Seller, the Existing Investors Company or the Investors’ Representative or their assetsany Subsidiary, other than, in the case of clauses (ii) or ), (iii), (iv) and (v) above, any such conflictsviolations, Defaultsbreaches, defaults, rights, losses, amendments loss of rights or Encumbrances that would not reasonably be expected to materially impair have, individually or delay in the ability aggregate, a Material Adverse Effect or to prevent the consummation of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out any of the transactions contemplated hereby hereby; or
(b) require the approval, consent, authorization or thereby in accordance with the terms herein or therein. No material Permit, order or authorization act of, or registrationthe making by Seller, declaration any of its Affiliates party to a Transaction Document, the Company or any Subsidiary of any declaration, filing or registration with, or notice to, any Governmental Entity is Authority except (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) as set forth in Seller Schedule 5.5, (iii) such filings as may be required in connection with the Taxes described in Section 8.1(a)(vii) and (iv) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made by would not reasonably be expected to have, individually or with respect in the aggregate, a Material Adverse Effect or to prevent the consummation of any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhereby.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such InvestorExcept as set forth on Schedule 4.4, the Existing Investors execution and the Investors’ Representative delivery of this Agreement and the Amended and Restated Stockholder Agreement Transaction Documents to which Edgen is a party by Edgen do not, and the performance by Edgen of its obligations hereunder and thereunder and the consummation of the Offering Acquisition and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not: (a) conflict with or violate any provision of the certificate of formation, limited liability company operating agreement, certificate of incorporation, bylaws or comparable charter document, of any of the Companies; (b) assuming the due authorization, execution and delivery by Purchaser, conflict withwith or violate any law, rule or regulation or any judgment or order applicable to any of the Companies or by which any of the Companies’ assets is bound or affected; (c) result in any Default 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 give rise to a right of termination, cancellation require notice or acceleration of any obligation or to the loss of a benefit consent under, any mortgage, indenture, deed of trust, lease, contract, agreement, license or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) instrument to which any of the Investors, the Existing Investors or the Investors’ Representative Companies is a party or by which any of the Investors’Companies’ assets is bound or affected; (d) result in the creation of a Lien, other than Liens in connection with the Existing Investors’ transactions contemplated by the Senior Commitment or the Investors’ Representative’s assets are bound Senior Notes Offering, on any asset or (iii) any Law or Judgment, in each case applicable to property of any of the Investors, the Existing Investors Companies or the Investors’ Representative Shares or their assetsgive to any third party any interest or rights therein; (e) result in the maturation or acceleration of any material liability or obligation of any of the Companies (or give any third party the right to cause such a maturation or acceleration); or (f) result in the termination of or loss of any material right (or give any third party the right to cause such a termination or loss) under any agreement or contract to which any of the Companies are a party or by which it may be bound, other than, except in the case of clauses (iib) or and (iiic), for any such conflictsconflict, Defaultsviolation, rights, losses, amendments breach or Encumbrances default that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave a Material Adverse Effect.
Appears in 1 contract
No Conflict. (a) The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and by the Amended and Restated Stockholder Agreement Company do not, and the performance of this Agreement by the Company and the consummation of the Offering Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not:
(i) conflict with or violate any provision of any Company Charter Document or any equivalent organizational documents of any Company Subsidiary;
(ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.6 have been obtained and all filings and obligations described in Section 3.6 have been made, conflict withwith or violate any law, statute, ordinance, rule, regulation, requirement, interpretation, code, policy, order, judgment or decree of any Governmental Entity ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or may be bound or affected, except for any such conflicts or violations that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect on the Company; or
(iii) require any consent or other action by any person under, result in any Default breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give rise to a others (immediately or with notice or lapse of time or both) any right of termination, notice, amendment, acceleration or cancellation of, or acceleration result (immediately or with notice or lapse of time of both) in the creation of a Lien on any obligation property or to asset of the Company or any Company Subsidiary under, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, result in the loss of a any right or benefit under, to which the Company or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of such InvestorCompany Subsidiaries is entitled under, the Existing Investors any note, bond, mortgage, indenture, contract, agreement, commitment, lease, license, permit, franchise or the Investors’ Representative under any provision of other instrument or obligation or authorization (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investorcollectively, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company"Contracts") to which the Company or any of the Investors, the Existing Investors or the Investors’ Representative Company Subsidiary is a party or by which any of the Investors’, the Existing Investors’ them or the Investors’ Representative’s their assets are or properties is or may be bound or (iii) affected, except for any Law such breaches, defaults, rights or JudgmentLiens that, in each case applicable to any of the Investors, the Existing Investors individually or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii)aggregate, any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would have not resulted and could not reasonably be expected to materially impair or delay result in a Material Adverse Effect on the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations Company.
(if anyb) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any Section 3.5(b) of the InvestorsCompany Disclosure Letter sets forth a correct and complete list of all Company Material Contracts under which notices, the Existing Investors consents or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, waivers are required prior to or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the following consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSE.
Appears in 1 contract
Samples: Merger Agreement (Eppendorf INC)
No Conflict. The execution, delivery and performance by such Investor(a) Except as may be necessary as a result of any facts or circumstances relating solely to the KO Parties, the Existing Investors execution and the Investors’ Representative delivery of this Agreement and the Amended and Restated Stockholder Agreement do notSeller Transaction Documents by each of the CS Parties which is a party thereto, and the consummation of the Offering and the other transactions contemplated hereby and thereby by each of the CS Parties which is a party thereto, and compliance the performance of the covenants and agreements of each of the CS Parties contained herein and therein will not, with or without the giving of notice or the lapse of time, or both (i) to the knowledge of the CS Parties and the Purchased Businesses, require any of the CS Parties or any of the Purchased Businesses to make any material filing or material registration with, or obtain any material permit, material authorization, material consent or material approval of, any Governmental Authority (as defined in Section 2.03(c)), except for the filings and consents listed in Schedule 2.03 and except for filings, notifications or approvals required under any antitrust or competition laws, (ii) violate or conflict with any of the provisions of this Agreement and any charter instrument, bylaw or other governing documents of any of the Amended and Restated Stockholder Agreement will notCS Parties or the Purchased Company or the Subsidiaries, (iii) except as set forth in Schedule 2.03, in any material respect, violate, conflict with, or result in any Default under, a breach or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit default under, or result in the amendment termination of, or cause the acceleration of the maturity of any material debt or material obligation pursuant to any term or provision of or the creation of any Encumbrance upon any of the assets of such Investorcondition of, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party mortgage, material note, material indenture, material contract, material license, material permit, material instrument or other than the Company) material agreement or material document to which any of the Investors, the Existing Investors Purchased Company or the Investors’ Representative Subsidiaries is a party or by which any of the Investors’, the Existing Investors’ Purchased Businesses or the Investors’ Representative’s assets are its properties may be bound (or (iii) any Law or Judgment, in each case applicable to which any of the InvestorsCS Parties is a party or by which it or its properties may be bound in any case, if such violation, conflict, breach, default, termination or acceleration would adversely affect in any material respect the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or would result in a material Loss to any KO Party or any Purchased Business), (iv) to the Amended knowledge of the CS Parties and Restated Stockholder Agreementthe Purchased Businesses, and except for compliance with filings, notifications or approvals required under any antitrust or competition laws, violate in any material respect any provision of any material statute or material law, any material judgment, material decree, material order, material regulation or material rule of any Governmental Authority or any material arbitration award to which the Purchased Company or Subsidiaries is a party or by which any Purchased Businesses or its properties may be bound (or to which any of the CS Parties is a party or by which it or its properties may be bound in any case if such violation would adversely affect in any material respect the transactions contemplated by this Agreement or would result in a material Loss to any KO Party or any Purchased Business), or (v) result in the creation or imposition of any material Security Interest upon any material Asset or any other material asset of the Purchased Company or Subsidiaries.
(b) Except as set forth in Schedule 2.03 and filings except for filings, notifications or approvals required under any antitrust or competition laws, to the Exchange Actknowledge of the CS Parties and the Purchased Businesses, no material consent or material approval is required by virtue of the execution of this Agreement or the consummation of any of the transactions contemplated hereby to avoid the violation or breach in any material respect of, or the default in any material respect under, or the creation of a material lien on any of the material Assets or any of the material assets of the Purchased Company or Subsidiaries pursuant to the terms of, any material law, material rule, material regulation, material order, material decree or material award of any Governmental Authority or any material mortgage, material note, material license to manufacture and distribute beverages, material lease, material contract or any other material instrument to which the Purchased Company or Subsidiaries is a party or by which any of the Purchased Businesses or any of its properties is bound.
(c) As used herein, the Securities Actphrase "Governmental Authority" shall mean any governmental or regulatory authority or instrumentality, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEany department or agency thereof, including, without limitation, any court, administrative agency or commission.
Appears in 1 contract
Samples: Purchase Agreement (Coca Cola Co)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of Assuming that (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, notifications contemplated in Section 3.03 have been made and (ii) any material Contract (with a party other than the Company) to which any of the InvestorsConsents contemplated in Section 5.03 have been obtained, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the Seller's execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby do not, will not and could not reasonably be expected to (with or without notice or lapse of time or both):
(a) violate, conflict with or result in the Breach of any provision of each Seller's Certificate of Incorporation or By-Laws (or similar organizational documents) or any resolution adopted by the board of directors, sole Member or Manager (as applicable) of each Seller or by its respective shareholders or equity owners;
(b) violate or conflict with any Applicable Law relating to any Seller or any of its assets, properties or businesses, including the Business;
(c) give any Authority the right to revoke, withdraw, suspend, cancel, terminate or modify any Permit held by any Seller that, to the extent transferable under Applicable Laws, is included in the Purchased Assets or Order that relates to the assets or properties of any Seller or the Business or that is otherwise used in the conduct of the Business;
(d) cause Buyer to become subject to, or to become liable for the payment of, any Tax (other than State and municipal real estate Conveyance Taxes that will be paid by Sellers at Closing in accordance with the terms and provisions of this Agreement);
(e) to the Sellers’ Knowledge, cause any of the assets or properties owned by each Seller to be reassessed or revalued by any taxing authority or other Authority;
(f) conflict with, result in any Breach of, constitute a default under or require any Consent under any Material Contract or give to any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of or to terminate, amend, modify, suspend, revoke or cancel, any Material Contract;
(g) except as set forth on Schedule 3.02(g), require notice to, or the Amended and Restated Stockholder Agreement by such InvestorConsent of, such Existing Investor or any Person (other than any Authority as contemplated in Section 5.03); or
(h) result in the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative creation of any Encumbrance on any of the Offering assets or the other transactions contemplated by this Agreement properties of each Seller or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations any of the NYSEassets or properties used in the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Capital Properties Inc /Ri/)
No Conflict. The (a) Except as set forth in Section 3.03 of the Disclosure Schedule, neither RCHI nor the Company is in violation or default in any material respect (and is not in default in any respect regarding any indebtedness, loan or credit agreement) under any indenture, agreement or instrument involving or relating to the Assumed Business to which it is a party or by which it or any of its assets or properties relating to the Assumed Business may be bound. Neither RCHI nor the Company is in default under any order, writ, injunction, judgment or decree of any Governmental Authority or arbitrator(s) relating to the Assumed Business.
(b) Assuming all consents, approvals, authorizations, orders and other actions described in Section 3.04 have been obtained and/or taken, and all filings and notifications described in Section 3.04 have been made, except as may result from any facts or circumstances relating solely to the Purchaser or its Affiliates, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended Escrow Agreements by the Seller and Restated Stockholder of the Transfer and Assumption Agreement do notby the Company, the transfer of the Assumed Business pursuant to this Agreement and the Transfer and Assumption Agreement and the consummation by RCHI and the Company of the Offering and the other transactions contemplated hereby and thereby do not and compliance will not (a) violate or conflict with the provisions respective charter documents of this Agreement and either RCHI or the Amended and Restated Stockholder Agreement will notCompany, (b) conflict withwith or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to RCHI, the Company or the Assumed Business, or (c) except as set forth in Section 3.03(b) of the Disclosure Schedule, result in any Default 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 give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon on any of the assets or properties of the Company relating to the Assumed Business pursuant to any Contract, Permit or other instrument relating to such Investor, the Existing Investors assets or properties to which RCHI or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Company is a party or by which any of the Investors’, the Existing Investors’ such assets or the Investors’ Representative’s assets are properties is bound or (iii) any Law or Judgmentaffected, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, except in the case of clauses (iib) or and (iii), any c) for such conflicts, Defaultsviolations, rightsbreaches or defaults which, lossesindividually or in the aggregate, amendments or Encumbrances that would do not have, and are not reasonably be expected likely to materially impair or delay the ability of such Investorhave, such Existing Investor or the Investors’ Representative to perform its obligations a Material Adverse Effect; provided, however, that clause (if anyc) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEshall exclude all Reinsurance Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Risk Capital Holdings Inc)
No Conflict. The executionExcept as set forth in Schedule 5.3, neither the execution and delivery and performance by such InvestorSeller of this Agreement, the Existing Investors and Xxxx of Sale or the Investors’ Representative Warranty Deed or any of this Agreement and the Amended and Restated Stockholder Agreement do not, and other documents contemplated hereby nor the consummation by Seller of the Offering and the other transactions contemplated hereby and thereby and or thereby, nor compliance by Seller with any of the provisions of this Agreement and the Amended and Restated Stockholder Agreement hereof or thereof, will not, (a) conflict with, or result in any Default a breach or violation of or constitute (or with notice or lapse of time or both constitute) a default under, or give rise to a right of terminationin any material respect, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate Articles of incorporation or bylaws or any relevant organizational documents Organization and Operating Agreement of such Investor, such Existing Investor or the Investors’ RepresentativeAMT, (ii) the Articles of Incorporation or Bylaws of Xxxxxx, (iii) any material Contract (with a party other than the Company) law, statute, rule, regulation, order, judgment, decree, writ or injunction applicable to which Seller, any of the Investors, the Existing Investors Assets or the Investors’ Representative Business, or (iv) any of the terms, conditions or provisions of any note, bond, lease, mortgage, indenture, license or other instrument, contract or agreement to which Seller is a party or by which Seller (or any of the Investors’, the Existing Investors’ Assets) is subject or the Investors’ Representative’s assets are bound or bound; (iiib) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, result in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization creation of, or registrationgive any party the right to create, declaration any lien, charge, option, security interest or other encumbrance upon the Assets; (c) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any Assumed Contract; (d) require Seller or, to the best of Seller's knowledge, Purchaser to obtain any authorization, consent, approval or waiver from, or to make any filing with, any Governmental Entity or to obtain the approval or consent of any other Person; or (e) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, qualification, authorization or approval applicable to Seller or the Business. No authorization, consent or approval by, or waiver from, or notification of or filing with, or notice to, any Governmental Entity or approval or consent of any other Person is required to be obtained or made by or with respect to any of the Investors, the Existing Investors or the Investors’ Representative Seller in connection with the execution, delivery and performance by Seller of this Agreement, the Xxxx of Sale, the Warranty Deed or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor other documents contemplated hereby or the Investors’ Representative thereby or the consummation by such Investor, such Existing Investor or the Investors’ Representative Seller of the Offering or the other transactions contemplated by this Agreement or the Amended hereby and Restated Stockholder Agreementthereby, except as set forth in Schedule 5.3 and except for compliance with and filings under the Exchange Actsuch authorizations, consents, approvals, waivers, notifications or filings, the Securities Act, state securities Laws failure of which to obtain or “blue-sky” laws make will not have a material adverse effect on the Business or Seller's ability to consummate the transactions contemplated hereby and the rules and regulations of the NYSEthereby.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement by each of Parent, Merger Sub I and Merger Sub II and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the Amended and Restated Stockholder Agreement do noteffectiveness of the Parent A&R Charter, and the consummation of the Offering and the other transactions contemplated hereby do not and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, : (a) conflict withwith or violate any provision of, or result in the breach of, the Parent Organizational Documents or any Default under, of the organizational documents of Merger Sub I or give rise to a right of termination, cancellation or acceleration Merger Sub II; (b) result in any violation of any obligation provision of any Law or Governmental Order applicable to each of Parent, Merger Sub I or Merger Sub II or any of their respective properties or assets; (c) violate, result in a default or breach of any provision of or the loss of any benefit under, constitute a benefit default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of such Investorany Contract to which either of Parent, the Existing Investors Merger Sub I or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Merger Sub II or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative their respective Subsidiaries is a party or by which any of the Investors’, the Existing Investors’ their respective assets or the Investors’ Representative’s assets are properties may be bound or affected; or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties or assets of Parent, the Existing Investors Merger Sub I or the Investors’ Representative or their assetsMerger Sub II, other than, except (in the case of clauses “(iib),” “(c)” or “(d)” above) or (iii)for such violations, any such conflicts, Defaultsbreaches or defaults which would not, rightsindividually or in the aggregate, losses, amendments or Encumbrances that would not reasonably be expected to materially impair be material to Parent, Merger Sub I and Merger Sub II, taken as a whole, or delay have a material adverse effect on the ability of such InvestorParent, such Existing Investor Merger Sub I or the Investors’ Representative Merger Sub II to enter into, perform its obligations (if any) under this Agreement or and consummate the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSETransactions.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notperformance, and the consummation of the Offering transactions contemplated by the Agreement by Col-Care, and its Material Subsidiaries:
(a) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of any of Col-Care’s or its Material Subsidiaries’ Constating Documents (including its certificate of formation and the other transactions contemplated hereby Operating Agreement) except any consents required for Closing which will be obtained by such time;
(b) do not and thereby and compliance will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any of the terms or provisions of this Agreement any Col-Care Material Contract;
(c) do not and will not result in a breach of, or cause the Amended termination or revocation of, any Governmental Authorization held by Col-Care or any of its Material Subsidiaries or the operation of Col-Care’s business as presently conducted;
(d) do not and Restated Stockholder Agreement will notnot violate, conflict with, or result in any Default underconstitute a default (or an event or condition which, with notice or give rise to lapse of time or both, would constitute a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit default) under, or result in the amendment termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any term liability or provision of obligation pursuant to, or result in the creation or imposition of any Encumbrance security interest, lien, charge or other encumbrance upon any of the property or assets of such Investor, the Existing Investors Col-Care or the Investors’ Representative any of its Material Subsidiaries under any provision note, bond, mortgage, indenture, deed of (i) the certificate trust, license, lease, contract, commitment, understanding, arrangement, agreement or restriction of incorporation any kind or bylaws character to which Col-Care or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative its Material Subsidiaries is a party or by which it may be bound or affected or to which any of its property or assets may be subject;
(e) do not and will not result in the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or violation of any Law; and
(iiif) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, except in the case of clauses (ii) or (iiib), any such conflicts(c), Defaults, rights, losses, amendments or Encumbrances that (d) and (e) above as would not reasonably be expected to materially impair have, individually or delay in the ability of such Investoraggregate, such Existing Investor a Material Adverse Effect on Col-Care or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSESubsidiaries.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors Investor and the Investors’ Representative of this Agreement and by Tengelmann of the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement by the Investors and the Investors’ Representative and the Amended and Restated Stockholder Agreement by Tengelmann will not, not conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors Tengelmann or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ RepresentativeTengelmann, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative or Tengelmann is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s or Tengelmann’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or Tengelmann or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative or Tengelmann to perform its obligations (if any) under this Agreement or or, with respect to Tengelmann, the Amended and Restated Stockholder Agreement Agreement, or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative Tengelmann or the consummation by such Investor, such Existing Investor or the Investors’ Representative or Tengelmann of the Offering or the other transactions contemplated by this Agreement or or, with respect to Tengelmann, the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSE.
Appears in 1 contract
Samples: Investment Agreement (Great Atlantic & Pacific Tea Co Inc)
No Conflict. (a) The execution, delivery and performance by such Investor, the Existing Investors each Seller and the Investors’ Representative Company of this Agreement and the Amended and Restated Stockholder Agreement do notAncillary Documents to which such Seller or the Company, as applicable, is or will be a party (or is or will otherwise be subject), and the consummation by such Seller or the Company of the Offering and the other transactions contemplated hereby and thereby does not and compliance will not, with or without the provisions giving of notice or the lapse of time, or both, violate or breach any provision of any Organizational Document of the Company.
(b) Except as set forth on Schedule 3.3(b) (such Conflicts, the “Disclosed Conflicts”), the execution, delivery and performance by each Seller and the Company of this Agreement and the Amended Ancillary Documents to which such Seller or the Company, as applicable, is or will be a party (or is or will otherwise be subject), and Restated Stockholder Agreement the consummation by such Seller or the Company of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (i) 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, conflict with, require the consent of (or result in notice to) any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit third party under, or result in or permit the termination, cancellation, modification, or amendment of any term provision of, or provision result in or permit the acceleration of the maturity or the creation cancellation of performance of any Encumbrance upon any of the assets of such Investor, the Existing Investors or the Investors’ Representative obligation under any provision of (i) the certificate of incorporation or bylaws Material Contract or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) Permit to which any of the Investors, the Existing Investors Seller or the Investors’ Representative Company is a party or by which any of the Investors’, the Existing Investors’ Seller or the Investors’ Representative’s assets are Company may be bound or affected, or (iiiii) result in the creation or imposition of any Law or Judgment, in each case applicable to Encumbrance of any nature whatsoever upon any of the Investorsassets, the Existing Investors properties or Equity Interests of any Seller or the Investors’ Representative Company or their assets, give to others any interests or rights therein (other than, in the case of clauses each case, Permitted Encumbrances).
(iic) or (iii)No notices to, any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization of, or registration, declaration or filing filings with, or notice toauthorizations, consents or approvals of any Governmental Entity is required to be obtained Authority or made by or with respect to any of the Investors, the Existing Investors or the Investors’ Representative other Person are necessary in connection with the execution, delivery and or performance by any Seller or the company of this Agreement, Agreement or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor other Ancillary Documents to which any Seller or the Investors’ Representative Company is a party (or otherwise subject to) or the consummation by such Investor, such Existing Investor an Seller or the Investors’ Representative company of the Offering transactions contemplated hereby or thereby; provided, however, that no representation is made by any Seller or the other transactions contemplated by this Agreement Company with respect to any notice, filing, authorization, consent or the Amended and Restated Stockholder Agreement, except for compliance approval being necessary with and filings under the Exchange Act, the Securities Act, state securities Laws respect to any Golden Power Authorization or “blue-sky” laws and the rules and regulations of the NYSEAntitrust Clearance.
Appears in 1 contract
No Conflict. The Except as otherwise set forth in Schedule 3.5, the execution, delivery and performance by such InvestorSeller, the Existing Investors Seller's Parent and the Investors’ Representative Corporation of this Agreement do not and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance will not (a) conflict with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under violate any provision of (i) the certificate of incorporation or bylaws or any relevant organizational respective charter documents of such InvestorSeller, such Existing Investor the Seller's Parent or the Investors’ RepresentativeCorporation or of any subscription, (ii) any material Contract (with a party other than the Company) shareholders' or similar agreement or understanding to which any of the InvestorsSeller, the Existing Investors Seller's Parent or the Investors’ Representative Corporation is a party or by which any of the Investors’, the Existing Investors’ them is bound; (b) constitute or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, result in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization a breach of, or registrationa default (or an event which, declaration with notice or filing withlapse of time or both would constitute a default) under, or notice toresult in the termination of, or accelerate the performance required by, or create a right of termination or acceleration under, any Governmental Entity note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement relating to the Seller's, the Seller's Parent or the Corporation's assets or properties and to which the Seller, the Seller's Parent or the Corporation is required a party except to be obtained the extent that such breach, default, right of termination or made acceleration has not caused or is not reasonably expected to have a Material Adverse Effect; (c) constitute a material violation by either Seller, Seller's Parent or with respect the Corporation of any applicable law or Permit; (d) constitute a violation by either Seller, the Seller's Parent or the Corporation of any order, judgment, writ, injunction decree or award to which it is a party or by which it is bound or affected except to the extent that such violation has not caused or is not reasonably expected to have a Material Adverse Effect or (e) result in the imposition of an Encumbrance on any assets or properties of the Investors, the Existing Investors Corporation or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEPurchased Shares.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Williams Communications Group Inc)
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation Except as set forth on Section 3.3 of the Offering and Sellers Disclosure Schedules (which shall list the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will notSellers Requisite Regulatory Approvals, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iiiif any), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with neither the execution, delivery and performance of this AgreementAgreement or any Ancillary Agreement by the Sellers or Blocker, nor the consummation of the Transactions contemplated hereby or thereby, will (a) directly or indirectly (with or without notice, lapse of time or both) conflict with, result in a breach or violation of, constitute a default under, give rise to any right of revocation, withdrawal, suspension, acceleration, amendment, cancellation or termination or result in the imposition of any Encumbrances on any of the Blocker Shares or Membership Interests or other equity interests of the Company or any of its Subsidiaries or any of the properties or assets of the Company or any of its Subsidiaries under, or otherwise give rise to any right on the Amended part of any Person to exercise any remedy or obtain any relief under (i) the Organizational Documents of any Seller or Blocker, (ii) any Contract to which any Seller or Blocker is a party by which any Seller or Blocker or any of their respective properties or assets is bound or affected or pursuant to which any Seller or Blocker is an obligor or a beneficiary, or (iii) any Law, Judgment or Governmental Authorization applicable to any Seller or Blocker or any of their respective businesses, properties or assets; or (b) require any Seller or Blocker to obtain any Consent or Governmental Authorization of, give any notice to, or make any filing or registration with, any Governmental Authority or other Person, except with respect to clauses (a)(ii) and Restated Stockholder Agreement by such Investor(b) in any case that would not reasonably be expected to be material to any Seller or Blocker taken as a whole and would not, such Existing Investor individually or in the Investors’ Representative aggregate, reasonably be expected to have a material adverse effect on the ability of any Seller or Blocker to timely consummate the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions Transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSE.
Appears in 1 contract
No Conflict. (a) The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and by the Amended and Restated Stockholder Agreement Company do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions performance of this Agreement and by the Amended and Restated Stockholder Agreement Company will not:
(i) conflict with or violate any provision of the Company's certificate of incorporation or by-laws or any comparable organizational documents of any Company Subsidiary;
(ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.6 have been obtained and all filings and obligations described in Section 3.6 have been made, conflict withwith or violate any foreign or domestic law, statute, ordinance, rule, regulation, order, judgment or decree ("Law") applicable to the Company or any Company --- Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or may be bound or affected; or
(iii) result in any Default breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of a Lien on any Encumbrance upon any property or asset of the assets of such Investor, the Existing Investors Company or the Investors’ Representative any Company Subsidiary under any provision of note, bond, mortgage, indenture, contract, agreement, commitment, lease, license, permit, franchise or other instrument or obligation (icollectively, "Contracts") --------- to which the certificate of incorporation or bylaws Company or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Company Subsidiary is a party or by which any of the Investors’, the Existing Investors’ them or the Investors’ Representative’s their assets are or properties is or may be bound or affected, except for any such breaches, defaults or other occurrences which, individually or in the aggregate, have no Material Adverse Effect on the Company.
(iiib) any Law or Judgment, in each case applicable to any Section 3.5(b) of the Investors, Company Disclosure Letter sets forth a list of all Contracts to which the Existing Investors Company or the Investors’ Representative any Company Subsidiaries are a party or by which they or their assets, other than, in the case of clauses (ii) assets or (iii), any such conflicts, Defaults, rights, losses, amendments properties are or Encumbrances that would not reasonably may be expected bound or affected under which consents or waivers are or may be required prior to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any consummation of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings those Contracts under which the Exchange ActCompany's failure to obtain the required consents or waivers, individually or in the Securities Actaggregate, state securities Laws or “blue-sky” laws and would not result in a Material Adverse Effect on the rules and regulations of the NYSECompany.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notperformance, and the consummation of the Offering transactions contemplated by the Agreement by Col-Care, and its Material Subsidiaries:
(a) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of any of Col-Care’s or its Material Subsidiaries’ Constating Documents (including its certificate of formation and the other transactions contemplated hereby Operating Agreement) except any consents required for Closing which will be obtained by such time;
(b) do not and thereby and compliance will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any of the terms or provisions of this Agreement any Col-Care Material Contract;
(c) do not and will not result in a breach of, or cause the Amended termination or revocation of, any Governmental Authorization held by Col-Care or any of its Material Subsidiaries or the operation of Col- Care’s business as presently conducted;
(d) do not and Restated Stockholder Agreement will notnot violate, conflict with, or result in any Default underconstitute a default (or an event or condition which, with notice or give rise to lapse of time or both, would constitute a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit default) under, or result in the amendment termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any term liability or provision of obligation pursuant to, or result in the creation or imposition of any Encumbrance security interest, lien, charge or other encumbrance upon any of the property or assets of such Investor, the Existing Investors Col-Care or the Investors’ Representative any of its Material Subsidiaries under any provision note, bond, mortgage, indenture, deed of (i) the certificate trust, license, lease, contract, commitment, understanding, arrangement, agreement or restriction of incorporation any kind or bylaws character to which Col-Care or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative its Material Subsidiaries is a party or by which it may be bound or affected or to which any of its property or assets may be subject;
(e) do not and will not result in the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or violation of any Law; and
(iiif) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, except in the case of clauses (ii) or (iiib), any such conflicts(c), Defaults, rights, losses, amendments or Encumbrances that (d) and (e) above as would not reasonably be expected to materially impair have, individually or delay in the ability of such Investoraggregate, such Existing Investor a Material Adverse Effect on Col-Care or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSESubsidiaries.
Appears in 1 contract
Samples: Transaction Agreement
No Conflict. (a) The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and by the Amended and Restated Stockholder Agreement Company do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions performance of this Agreement and by the Amended and Restated Stockholder Agreement Company will not:
(i) conflict with or violate any provision of any Company Charter Document or any equivalent organizational documents of any Company Subsidiary;
(ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.6 have been obtained and all filings and obligations described in Section 3.6 have been made, conflict withwith or violate any foreign or domestic law, statute, ordinance, rule, regulation, order, judgment or decree ("Law") applicable to the Company or any Company --- Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or may be bound or affected, except for any such conflicts or violations that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect on the Company; or
(iii) result in any Default breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of a Lien on any Encumbrance upon any property or asset of the assets of such Investor, the Existing Investors Company or the Investors’ Representative any Company Subsidiary under any provision of note, bond, mortgage, indenture, contract, agreement, commitment, lease, license, permit, franchise or other instrument or obligation (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investorcollectively, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company"Contracts") to which --------- the Company or any of the Investors, the Existing Investors or the Investors’ Representative Company Subsidiary is a party or by which any of the Investors’, the Existing Investors’ them or the Investors’ Representative’s their assets are or properties is or may be bound or (iii) affected, except for any Law such breaches, defaults, rights or JudgmentLiens that, in each case applicable to any of the Investors, the Existing Investors individually or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii)aggregate, any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would have not resulted and could not reasonably be expected to materially impair result in a Material Adverse Effect on the Company.
(b) The Company Disclosure Letter sets forth a correct and complete list of all material Contracts to which the Company or delay the ability of such Investor, such Existing Investor any Company Subsidiaries are a party or the Investors’ Representative by which they or their assets or properties is or may be bound or affected under which consents or waivers are or may be required prior to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any consummation of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSE.
Appears in 1 contract
No Conflict. The execution, execution and delivery and performance by such Investorof this Agreement, the Existing Investors and Registration Rights Agreement, the Investors’ Representative of this Escrow Agreement and the Amended and Restated Stockholder Agreement do not, Note and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with by this Agreement, the provisions of this Registration Rights Agreement, the Escrow Agreement and the Amended and Restated Stockholder Agreement Note will notnot violate, conflict with, or result in any Default constitute a default or breach under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) any laws, rules or regulations of any 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 its Subsidiaries (collectively, "Applicable Laws"), (ii) any provisions of the certificate of incorporation or bylaws (or comparable constituent or governing documents) of the Seller or any relevant organizational documents of such Investorits Subsidiaries, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law material agreement, contract, or Judgment, in each case applicable instrument to which Seller or any of the Investors, the Existing Investors its Subsidiaries or the Investors’ Representative any of their assets may be bound or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permitjudgment, order or authorization of, or registration, declaration or filing with, or notice to, decree of any Governmental Entity is required Authority to which Seller may be obtained or made by or with respect to any of the Investorsbound, the Existing Investors or the Investors’ Representative in connection with nor will the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Amended and Restated Stockholder Agreement Note by such Investor, such Existing Investor the Seller result in the creation of any Lien upon the Note or the Investors’ Representative Conversion Shares or any material asset or right of the Seller or any of its Subsidiaries, except, in the case of clause (iii), for such violations, conflicts, defaults or breaches that would not, individually or in the aggregate, have a material adverse effect on (i) the business, operations, affairs, financial condition, assets, property, results of operations or prospects of the Seller and its 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, the Escrow Agreement or the Note or (iii) the validity or enforceability of this Agreement, the Registration Rights Agreement, the Escrow 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, the Escrow Agreement and the Note by the Seller and the consummation by such Investor, such Existing Investor or the Investors’ Representative Seller of the Offering or the other transactions contemplated by this Agreement or the Amended hereby and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEthereby.
Appears in 1 contract
Samples: Note Purchase Agreement (Gamco Investors, Inc. Et Al)
No Conflict. The (a) Except as set forth on Schedule 4.04(a), the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and each ancillary agreement to this Agreement to which it is a party by the Amended Company and Restated Stockholder Agreement do notupon receipt of the Company Requisite Approval and the approvals described in Section 4.05, and the consummation of the Offering Transactions do not and will not: (i) conflict with or violate any provision of, or result in the breach of, the Company Certificate of Incorporation or the Company Bylaws, or any certificate of formation, bylaws or other transactions contemplated hereby and thereby and compliance organizational documents of any Subsidiaries of the Company; (ii) conflict with or result in any violation of, or give any Governmental Authority or, to the provisions knowledge of the Company, any other Person, the right to challenge this Agreement and or the Amended and Restated Stockholder Agreement will notTransactions or to exercise any remedy or obtain relief under, any provision of any Law, Permit or Governmental Order applicable to the Company or its Subsidiaries, or any of their respective properties or assets; (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in any Default material payment, rebate, chargeback, penalty or change in delivery schedule under, or give rise to a right of termination, cancellation or acceleration of require any obligation or to the loss of a benefit consent under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of such Investorany Contract of the type described in Section 4.13(a), the Existing Investors whether or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws not set forth on Schedule 4.13(a), or any relevant organizational documents of such Investor, such Existing Investor Company Real Estate Lease Document or the Investors’ Representative, (ii) Contract relating to any material Contract (with a party other than the Company) Company Owned Real Property to which any of the Investors, the Existing Investors Company or the Investors’ Representative its Subsidiaries is a party or by which any of the Investors’, the Existing Investors’ them or the Investors’ Representative’s any of their respective assets are or properties may be bound or affected; or (iiiiv) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties, equity interests or assets of the Existing Investors Company or the Investors’ Representative or their assetsits Subsidiaries, other than, except (in the case of clauses “(ii) or ),” “(iii)” or “(iv)” above) for such violations, any such conflicts, Defaultsbreaches, rightslosses or defaults which would not, lossesindividually or in the aggregate, amendments or Encumbrances that would not reasonably be expected to materially impair or delay be material to the ability of such InvestorCompany and its Subsidiaries, such Existing Investor or taken as a whole.
(b) The Company Board has taken all actions necessary to ensure that the Investors’ Representative restrictions applicable to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby business combinations contained in accordance with the terms herein or therein. No material 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 any Section 203 of the Investors, the Existing Investors or the Investors’ Representative in connection with DGCL are inapplicable to the execution, delivery and performance of this Agreement, or the Amended Agreement and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or any ancillary agreements and to the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering Transactions. No other state takeover statute or similar Law applies or purports to apply to the other transactions contemplated by Merger, this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws any ancillary agreements or “blue-sky” laws and the rules and regulations any of the NYSETransactions.
Appears in 1 contract
Samples: Merger Agreement (Callaway Golf Co)
No Conflict. The Provided that all consents, approvals, authorizations and other actions described in Section 3.04 have been obtained or taken, and except as may result from any facts or circumstances arising solely because the acquirer is Buyer and not another Person, the execution, delivery and performance by such InvestorParent, the Existing Investors Seller and the Investors’ Representative Company of this Agreement and the Amended and Restated Stockholder Agreement do not, Transaction Agreements to which it is a party and the consummation by Parent, the Seller and the Company of the Offering and the other transactions contemplated hereby by the Transaction Agreements do not and thereby and compliance will not (a) violate or conflict with the provisions certificate or articles of this Agreement and incorporation or bylaws or similar organizational documents of Parent, the Amended and Restated Stockholder Agreement will notSeller or the Transferred Companies, (b) conflict withwith or violate any Law to which Parent, the Seller or the Transferred Companies is subject or by which any property or asset of the Business is bound or (c) violate any provision of, or result in any Default breach of or default under, or require a consent under, any Contract, or terminate or result in the termination of or require any payment under, or give rise to a any right of termination, payment, modification or cancellation or acceleration of under any obligation or to the loss of a benefit underContract, or result in the amendment of any term or provision of or the creation of any Encumbrance Lien (other than Permitted Exceptions) under any Contract or upon any of the properties or assets of such Investor, the Existing Investors Transferred Companies or the Investors’ Representative under Business, or constitute an event which, after notice or lapse of time or both, would result in any provision such violation, breach, default, termination or creation of a Lien, or (id) result in a violation or revocation of, or require a consent in connection with, any Permit, or result in the certificate loss of incorporation or bylaws or any relevant organizational documents Intellectual Property, except to the extent that the occurrence of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, foregoing items set forth in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (iib), (c) or (iii)d) would not, any such conflictsindividually or in the aggregate, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to have a material and adverse effect on the Business or the Transferred Companies, taken as a whole, or prevent or materially impair or materially delay the ability of such InvestorParent, such Existing Investor Seller or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, Transferred Companies to consummate the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations any of the NYSEother Transaction Agreements.
Appears in 1 contract
No Conflict. The execution, delivery Required Filings and performance by such InvestorConsents. ------------------------------------------
(a) Except as disclosed in Section 3.05(a) of the Company Disclosure --------------- Schedule, the Existing Investors execution and the Investors’ Representative delivery of this Agreement and the Amended and Restated Stockholder Stock Option Agreement by the Company do not, and the performance by the Company of its obligations hereunder and thereunder, including consummation of the Offering and the other transactions contemplated hereby and thereby and compliance thereby, will not (i) conflict with or violate the provisions Certificate of Incorporation or Bylaws, or the equivalent organizational documents, in each case as amended or restated, of the Company or any of its Significant Subsidiaries, (ii) conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule or regulation (collectively, "Laws") in effect as of the date of this Agreement and or any judgment, order or ----- decree to which the Amended and Restated Stockholder Agreement will not, conflict with, Company or any of its subsidiaries is a party or by or to which any of their respective properties are bound or subject or (iii) result in any Default breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair any of the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation of, or acceleration of any obligation or to the loss of a benefit require payment under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon a lien or encumbrance on any of the properties or assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such Investorits subsidiaries pursuant to, such Existing Investor any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) instrument or obligation to which the Company or any of the Investors, the Existing Investors or the Investors’ Representative its subsidiaries is a party or by or to which the Company or any of the Investors’, the Existing Investors’ its subsidiaries or the Investors’ Representative’s assets any of their respective properties are bound or subject (including, but not limited to, any license agreement, contract or other arrangement of any nature relating to the Company's Intellectual Property Rights or Third Party Intellectual Property Rights (as those terms are hereinafter defined)), excluding from the foregoing clauses (ii) and (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments events, rights of termination, amendment, acceleration or Encumbrances cancellation, payment obligations or liens or encumbrances that would individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect. The Board of Directors of the Company has approved the Merger, this Agreement and the Stock Option Agreement, and the transactions contemplated by this Agreement and the Stock Option Agreement and such approval is sufficient to render the provisions of Section 203 of the DGCL inapplicable to the Merger, this Agreement and the Stock Option Agreement, and the transactions contemplated hereby and thereby. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement and the Stock Option Agreement, or any of the transactions contemplated by this Agreement or by the Stock Option Agreement.
(b) The execution and delivery of this Agreement and the Stock Option Agreement by the Company does not, and the performance by the Company of its obligations hereunder and thereunder, including consummation of the transactions contemplated hereby and thereby, will not, require the Company to obtain any consent, license, permit, waiver, approval, authorization or order of, or to make any filing with or notification to, any governmental or regulatory authority, federal, state, local or foreign (collectively, "Governmental ------------ Entities"), except (i) for (A) applicable requirements, if any, of the -------- Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange -------- Act"), and state securities or blue sky laws ("Blue Sky Laws") and (B) the pre- --- ------------- merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing and recordation of ------- appropriate merger documents as required by the DGCL, and (iii) where the failure to obtain such consents, licenses, permits, waivers, approvals, authorizations or orders, or to make such filings or notifications could not, individually or in the aggregate reasonably be expected to cause a Company Material Adverse Effect or to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative Company to perform its obligations (if any) under this Agreement or and the Amended and Restated Stockholder Stock Option Agreement or carry out to consummate the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEthereby.
Appears in 1 contract
No Conflict. The Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.05 or on Schedule 4.05, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and each Ancillary Agreement to this Agreement to which it is a party by the Amended and Restated Stockholder Agreement do not, Company and the consummation of the Offering and the other transactions contemplated hereby and thereby do not and compliance will not (a) conflict with or violate any provision of, or result in the provisions breach of, the certificate of this Agreement and formation, bylaws or other organizational documents of the Amended and Restated Stockholder Agreement will notCompany, (b) conflict with or result in any violation of any provision of any Law, Permit or Governmental Order applicable to the Company, or any of their respective properties or assets, (c) violate, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration breach of any obligation provision of or to the loss of any benefit under, constitute a benefit default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of such Investorany Contract of the type required to be disclosed in Section 4.12(a), the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) Leased Real Property document to which any of the Investors, the Existing Investors or the Investors’ Representative Company is a party or by which any of the Investors’, the Existing Investors’ them or the Investors’ Representative’s any of their respective assets are or properties may be bound or affected or (iiid) result in the creation of any Law or Judgment, in each case applicable to Lien upon any of the Investorsproperties, equity interests or assets of the Existing Investors or the Investors’ Representative or their assetsCompany, other than, except (in the case of clauses (iib), (c) or (iii)d) above) for such violations, any such conflicts, Defaultsbreaches or defaults which would not, rightsindividually or in the aggregate, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investorhave a Material Adverse Effect. Except as set forth on Schedule 4.04, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance by the Company of this AgreementAgreement and each Ancillary Agreement to this Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not provide the basis for disqualification, cancellation, or similar negative consequences with respect to any Contracts between the Amended Company, on the one hand, and Restated Stockholder Agreement by such Investorthe United States Government, such Existing Investor on the other hand, including, without limitation, Contracts related to launch services, loans, funding or grants. In no event will the conversion of Company Capital Stock into the right to receive the applicable Per Share Merger Consideration or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative distribution of the Offering or the Per Merger Consideration as set forth herein be superseded by any other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEContract.
Appears in 1 contract
No Conflict. The executionSubject to the entry of the Confirmation Order and the expiration, delivery or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rules 6004(h) and performance by such Investor3020(e), as applicable, and except as set forth on Schedule 3(e), the Existing Investors distribution of the Rights, the issuance, sale and delivery of New Common Stock upon exercise of the Rights and the Investors’ Representative consummation of the Rights Offering by New Tronox and the execution and delivery (or, with respect to the Plan, the filing) by the Company of this Agreement and the Amended Plan and Restated Stockholder Agreement do not, compliance by the Debtors and New Tronox with all of the provisions hereof and thereof and the consummation of the Offering and the other transactions contemplated hereby herein and thereby therein do not and compliance with will not (i) violate (A) any provision of any law or any governmental rule or regulation applicable to the provisions Company or any of this Agreement and its Subsidiaries (including New Tronox), (B) any of the Amended and Restated Stockholder Agreement will notOrganizational Documents of the Company or any of its Subsidiaries (including New Tronox), or (C) any order, judgment or decree of any court or other agency of government binding on the Company or any of its Subsidiaries (including New Tronox); (ii) conflict with, or result in a breach of or constitute (with due notice or lapse of time or both) a default under any Default under, Contractual Obligation of the Company or give rise to a right any of termination, cancellation its Subsidiaries (including New Tronox); (iii) result in or acceleration require the creation or imposition of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance Lien upon any of the properties or assets of such Investorthe Company or any of its Subsidiaries (including New Tronox) (other than any Liens created under the Credit Agreement); or (iv) require any approval of stockholders, the Existing Investors members or the Investors’ Representative partners or any approval or consent of any Person under any provision Contractual Obligation of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of its Subsidiaries (including New Tronox), except for such Investorapprovals or consents which will be obtained on or before the Effective Date and which are set forth on Schedule 3(e), except in any such Existing Investor case described in subclause (i)(A), (i)(C) or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that as would not reasonably be expected to materially impair have, individually or delay in the ability of such Investoraggregate, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEa Material Adverse Effect.
Appears in 1 contract
No Conflict. The execution, (a) Neither the execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative Company of this Agreement and the Amended and Restated Stockholder Agreement do not, and nor the consummation by the Company of the Offering and the other transactions contemplated hereby and thereby and compliance in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of this Agreement and the Amended and Restated Stockholder Agreement will notcharter documents or bylaws of the Company; (ii) violate, or conflict with, or result in a breach of any Default 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 terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of the Company or to the loss of a benefit its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in the amendment loss of a material benefit to the Company or any term or provision of or the creation of any Encumbrance upon its Subsidiaries under any of the assets terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of such Investortrust, Company Permit, lease, contract, agreement, joint venture or other instrument or obligation to which the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative its Subsidiaries is a party party, or by which the Company or any of the Investors’, the Existing Investors’ its Subsidiaries or the Investors’ Representative’s assets are any of their properties is bound or affected; or (iii) subject to the governmental filings and other matters referred to in paragraph (b) of this Section 3.6, contravene or conflict with or constitute a violation of any Law provision of any law, rule, regulation, judgment, order or Judgment, in each case decree binding upon or applicable to the Company or any of the Investorsits Subsidiaries, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses matters described in clause (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that as would not reasonably be expected to materially impair have, individually or delay in the ability aggregate, a Company Material Adverse Effect.
(b) Neither the execution and delivery by the Company of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or nor the Amended and Restated Stockholder Agreement or carry out consummation by the Company of the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permithereof will require any consent, order approval or authorization of, or registration, declaration filing or filing registration with, any governmental or notice toregulatory authority, any Governmental Entity is required to be obtained or made by or with respect to any of other than (i) the Investors, the Existing Investors or the Investors’ Representative filings provided for in connection Article I and appropriate documents with the executionrelevant authorities of other states in which the Company is qualified to do business and (ii) filings required under the Hart-Scxxx-Xxxxxx Xxxxxxust Improvements Act of 1976, delivery and performance of this Agreementas amended (the "HSR Act"), or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act, ") or applicable state securities Laws and "Blue Sky" laws ((i) and (ii) collectively, the "Regulatory Filings"), except for any consent, approval or “blue-sky” laws authorization the failure of which to obtain and for any filing or registration the rules and regulations failure of which to make would not reasonably be expected to have, individually or in the NYSEaggregate, a Company Material Adverse Effect.
Appears in 1 contract
No Conflict. The execution, execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and each of the Amended and Restated Stockholder Agreement do not, Buyer Documents by the Buyer and the consummation by the Buyer of the Offering and the other transactions contemplated hereby and thereby and compliance will not (i) violate or conflict with any provision of the articles of incorporation or bylaws of the Buyer; (ii) breach, violate or constitute an event of default (or an event which with the provisions lapse of this Agreement and time or the Amended and Restated Stockholder Agreement will not, conflict withgiving of notice, or result in any Default both, would constitute an event of default) under, or give rise to a any right of termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of a benefit under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise or other agreement, instrument or obligation to which either the Buyer is a party, or by which either the Buyer or any of its properties or assets is bound; (iii) result in the amendment of any term or provision of or the creation of any Encumbrance lien, claim, right of first refusal or right of first negotiation, encumbrance or other right of any third party of any kind whatsoever upon any the properties or assets of the assets Buyer or allow any such right that was previously created to become exercisable; (iv) violate or conflict with any Order or Law (except for anything that would be a breach of such Investor, the Existing Investors or representations in the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, foregoing clauses (ii) any material Contract (with a party other than the Company) to which any of the Investors), the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law and (iv) but would not, individually or Judgmentin the aggregate, in each case applicable to any have a material adverse effect on the operations, properties, assets, financial condition, results of operations or prospects of the InvestorsBuyer, the Existing Investors taken as a whole, or the Investors’ Representative or adversely affect their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected ability to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its carry out their respective obligations (if any) under this Agreement and any agreements entered into in connection herewith); or (v) require, on the Amended and Restated Stockholder Agreement part of the Buyer, any filing or carry out the transactions contemplated hereby registration with, or thereby in accordance with the terms herein permit, license, exemption, consent, authorization or therein. No material Permit, order or authorization approval of, or registration, declaration or filing with, or the giving of any notice to, any Governmental Entity is required to be obtained Authority other than such filings, registrations, permits, licenses, consents, authorizations or approvals which, if not made by or with respect to any obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, financial condition, results, of operations or prospects of the InvestorsBuyer, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEtaken as a whole.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hypertension Diagnostics Inc /Mn)
No Conflict. The execution, Neither the execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement nor any of the C-Co Ancillary Agreements by C-Co, nor the execution and delivery of this Agreement or any of the Amended and Restated Stockholder Agreement do notC-Co Shareholder Ancillary Agreements by any of the C-Co Shareholders, and nor the consummation of the Offering and Exchange, the CTC Exchange or any of the other transactions contemplated hereby and thereby and compliance or thereby, nor C-Co's and/or the C-Co Shareholders' discussion or negotiation with Intuit of the provisions of this Agreement and Exchange, the Amended and Restated Stockholder Agreement CTC Exchange or any other transaction contemplated hereby or thereby, will not, conflict with, or (with 11 12 or without notice or lapse of time, or both) result in any Default under, or give rise to a right of termination, cancellation breach or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under violation of: (i) any provision of (i) the certificate Articles of incorporation Incorporation or bylaws Bylaws of C-Co or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, its subsidiaries (including CTC) as currently in effect; (ii) any federal, state, local or foreign judgment, writ, decree or order applicable to C-Co or any of its subsidiaries (including CTC) or any of their respective assets or properties; (iii) any federal, state, local or foreign statute, rule or regulation applicable to C-Co or any of its subsidiaries (including CTC) or any of their respective assets or properties which would have a Material Adverse Effect on C-Co or on any such subsidiary of C-Co (including CTC); or (iv) any material Contract instrument, agreement, contract, undertaking, understanding or commitment (with a party other than the Companywhether verbal or in writing) to which C-Co or any of its subsidiaries (including CTC) or any of the Investors, the Existing Investors or the Investors’ Representative C-Co Shareholders is a party or by which C-Co or any of its subsidiaries (including CTC) or any of the Investors’C-Co Shareholders or any of their respective assets or properties are bound. Neither C-Co's, nor any C-Co Shareholder's, entering into this Agreement or performing any of its or his obligations hereunder, nor the Existing Investors’ consummation of the Exchange or the Investors’ Representative’s assets are bound CTC Exchange, will give rise to, or trigger the application of, any rights of any third party (iiiincluding without limitation rights of notice, rights to consent to an assignment or a change of control of C-Co or CTC or rights of refusal) under any Law agreement, contract, understanding or Judgmentcommitment to which C-Co, CTC or any C-Co Shareholder is a party or is bound, that would come into effect due to the execution or delivery of this Agreement, any C-Co Ancillary Agreement or any C-Co Shareholder Ancillary Agreement or that would come into effect upon the Closing or thereafter (other than any such rights which will not delay or adversely affect consummation of the Exchange or the CTC Exchange and which will not, in each case applicable the aggregate, result in a total cost and expense to C-Co, CTC and/or Intuit in excess of a cumulative total of $250,000). The consummation of the Exchange or the CTC Exchange by C-Co or by any of the InvestorsC-Co Shareholders will not require the consent, release, waiver or approval of any third party (including without limitation the Existing Investors or the Investors’ Representative or their assets, other than, in the case consent of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is party required to be obtained in order to keep any agreement or made by contract between such party and C-Co (or with respect to any of its subsidiaries) in effect following the Investors, Closing or to provide that C-Co (and/or any of its subsidiaries) is not in breach or violation of any such contract or agreement following the Existing Investors Exchange or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSECTC Exchange).
Appears in 1 contract
Samples: Exchange Agreement (Intuit Inc)
No Conflict. The Provided that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained or taken, except as set forth in Section 3.04 of the Disclosure Schedule or as otherwise provided in this Article III and except as may result from any facts or circumstances solely relating to the Acquiror or its Affiliates (as opposed to any other third party), the execution, delivery and performance by such Investor, the Existing Investors Seller and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do noteach Seller Party of, and the consummation by the Seller and each Seller Party of the Offering and the other transactions contemplated hereby by, the Transaction Agreements to which it is or will be a party do not and thereby and compliance will not (a) violate or conflict with the provisions organizational documents of this Agreement and Parent, the Amended and Restated Stockholder Agreement will notSeller or any Seller Party, the Company or any of the Transferred Subsidiaries, (b) conflict withwith or violate any Law or other Governmental Order applicable to Parent, the Seller or any Seller Party, the Company or any Transferred Subsidiary or by which any of them or any of their respective properties or assets or the Transferred Assets is bound or affected, or (c) result in any Default breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or give rise to a right any Person any rights of termination, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than Permitted Liens) on any of the assets or properties of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Company or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, Transferred Subsidiaries (ii) any material Contract (with a party other than the CompanyExcluded Assets) or the Transferred Assets pursuant to, any note, bond, loan or credit agreement, mortgage or indenture to which any of the Investors, the Existing Investors or the Investors’ Representative LPI Companies is a party or by which any of the Investors’, the Existing Investors’ them or the Investors’ Representative’s any of their respective properties or assets are is bound or (iii) any Law or Judgmentsubject, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses clause (ii) or (iiic), any such conflicts, Defaultsviolations, rightsbreaches, lossesdefaults, amendments terminations, accelerations, cancellations or Encumbrances that creations of Liens that, individually or in the aggregate, would not reasonably be expected to materially impair or delay the ability of such Investorhave, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 a Material Adverse Effect with respect to any of the InvestorsBusiness, the Existing Investors Parent or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSESeller.
Appears in 1 contract
Samples: Master Transaction Agreement (National General Holdings Corp.)
No Conflict. The Provided that all consents, approvals, authorizations and other actions described in Section 3.04 have been obtained or taken, the execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative MH or any of its Affiliates of this Agreement and the Amended and Restated Stockholder or any other Transaction Agreement do notto which it is a party, and the consummation of the Offering and the other transactions contemplated hereby and thereby thereby, do not and compliance will not (a) violate or conflict with any of the provisions articles of this incorporation or bylaws or similar organizational documents of MH, any of its Affiliates that is or will be a party to any Transaction Agreement and or the Amended and Restated Stockholder MH Contributed Subsidiaries, (b) conflict with or violate any Law or Governmental Order applicable to MH, any of its Affiliates that is or will be a party to any Transaction Agreement will not, conflict withor the MH Contributed Subsidiaries, or any of its assets or properties (including the MH Contributed Assets), or (c) result in any Default breach of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, or give rise to a right any Person any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than a Permitted Lien) on, or any Person the right to acquire any of, the MH Contributed Assets, in each case pursuant to, or require a consent or approval under any note, bond, mortgage or indenture, contract, agreement, lease, license, permit, franchise or other material instrument to which MH, any of the assets of such Investor, the Existing Investors its Affiliates that is or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with will be a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Transaction Agreement is a party or the MH Contributed Subsidiaries or by which any of their respective assets or properties (including the Investors’, MH Contributed Assets and the Existing Investors’ or the Investors’ Representative’s assets MH Licensed Trademarks) are bound or (iii) any Law or Judgmentaffected, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses (iib) or and (iii)c) above, any for such conflicts, Defaultsviolations, rights, losses, amendments breaches or Encumbrances defaults that would not reasonably be expected to be material, individually or in the aggregate, to the S&P Index Business or would not materially impair or delay the ability of such InvestorMH or any of its Affiliates to consummate the transactions contemplated by, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investorsunder, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSETransaction Agreements to which it is a party.
Appears in 1 contract
No Conflict. The execution, delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do not, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under any provision of Assuming that (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, notifications contemplated in Section 3.03 have been made and (ii) any material Contract (with a party other than the Company) to which any of the InvestorsConsents contemplated in Section 5.03 have been obtained, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the Seller's execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby do not, will not and could not reasonably be expected to (with or without notice or lapse of time or both):
(a) violate, conflict with or result in the Breach of any provision of each Seller's Certificate of Incorporation or By-Laws (or similar organizational documents) or any resolution adopted by the board of directors, sole Member or Manager (as applicable) of each Seller or by its respective shareholders or equity owners;
(b) violate or conflict with any Applicable Law relating to any Seller or any of its assets, properties or businesses, including the Business;
(c) give any Authority the right to revoke, withdraw, suspend, cancel, terminate or modify any Permit held by any Seller that, to the extent transferable under Applicable Laws, is included in the Purchased Assets or Order that relates to the assets or properties of any Seller or the Business or that is otherwise used in the conduct of the Business;
(d) cause Buyer to become subject to, or to become liable for the payment of, any Tax (other than State and municipal real estate Conveyance Taxes that will be paid by Sellers at Closing in accordance with the terms and provisions of this Agreement);
(e) to the Sellers’ Knowledge, cause any of the assets or properties owned by each Seller to be reassessed or revalued by any taxing authority or other Authority;
(f) conflict with, result in any Breach of, constitute a default under or require any Consent under any Material Contract or give to any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of or to terminate, amend, modify, suspend, revoke or cancel, any Material Contract;
(g) except as set forth on Schedule 3.02(g), require notice to, or the Amended and Restated Stockholder Agreement by such InvestorConsent of, such Existing Investor any Person (other than any Authority as contemplated in Section 5.03); or {W5977534.1}
(h) result in the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative creation of any Encumbrance on any of the Offering assets or the other transactions contemplated by this Agreement properties of each Seller or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations any of the NYSEassets or properties used in the Business.
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No Conflict. The execution, Neither the execution and delivery and performance by such Investor, the Existing Investors and the Investors’ Representative of this Agreement and or any Related Agreement by the Amended and Restated Stockholder Agreement do not, and the consummation Seller or any of the Offering and Related Seller Parties, as the other transactions contemplated hereby and thereby and compliance with case may be, nor the performance by Seller or any of the Related Seller Parties, as the case may be, of the provisions of this Agreement and or any Related Agreement to which it is a party will (a) violate the Amended and Restated Stockholder Agreement will notGoverning Documents of the Seller or any of the Related Seller Parties, conflict withas the case may be, (b) violate any CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Law or Order by which Seller, any of the Related Seller Parties or any of the Transferred Assets is bound, or (c) except as set forth on Schedule 3.4, result in a breach or violation of any Default provision of, constitute a default under, or give rise to a any right of termination, termination or cancellation or acceleration of any obligation or to the loss of a benefit under, or result in or permit an acceleration of, any material indenture, mortgage, lease or other agreement or instrument to which the amendment of any term Seller or provision of or the creation of any Encumbrance upon any of the assets of such Investor, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative Related Seller Parties is a party or by which the Seller, any of the Investors’, the Existing Investors’ Related Seller Parties or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the InvestorsTransferred Assets are bound, the Existing Investors or the Investors’ Representative or their assets, other than, except in the case of the foregoing clauses (iib) or and (iiic), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that as would not reasonably be expected to materially impair have a Material Adverse Effect or delay a material adverse effect on the Seller’s or any of the Related Seller Parties’ ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSERelated Agreements to which it is a party.
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Samples: Purchase and Sale Agreement (Integrys Energy Group, Inc.)
No Conflict. The None of
(a) the execution, delivery delivery, or performance and performance by such Investor, the Existing Investors and the Investors’ Representative observance of this Agreement or of any agreement or other writing to be executed by Selling Shareholders and the Amended and Restated Stockholder Agreement do notCompany or any of them pursuant to this Agreement, and and
(b) the consummation of any transaction contemplated by this Agreement, (including, without limitation, the Offering transfer of the Company Stock) or any agreement or writing to be executed by Selling Shareholders and Company or any of them pursuant to this Agreement will at any time
(i) result in the creation, attachment, or imposition of any assignment, attachment, mortgage, security interest, other transactions contemplated hereby and thereby and compliance lien, claim, equity, option, right, or interest of any kind upon any of the Company Stock or upon any property (whether real or personal, tangible or intangible, or mixed) of any Selling Shareholder or any Controlled Company,
(ii) except as disclosed in SCHEDULE 5A.07, result in the acceleration of all or any part of any obligation of any Selling Shareholder or any Controlled Company, or any increase in the amount of any such obligation,
(iii) conflict with, violate, constitute a default under (or an event which would, with the provisions giving of this Agreement and notice, the Amended and Restated Stockholder Agreement will notlapse of time, or both, constitute a default under), or result in or give any Person the right to effect the cancellation or termination of, any Material Contract or Material Permit,
(iv) except as disclosed in SCHEDULE 5A.07, conflict with or violate any assignment, attachment, mortgage, security interest, other lien, claim, equity, option, right, or interest of any kind upon any of the Company Stock or upon any property (whether real or personal, tangible or intangible, or mixed) of any Selling Shareholder or any Controlled Company,
(v) result in any Person having the right (conditional or otherwise) to acquire any interest in all or any part of the property (whether real or personal, tangible or intangible, or mixed) of any Selling Shareholder or any Controlled Company,
(vi) conflict with or violate any law, rule, regulation, or order by which any Selling Shareholder or any Controlled Company is bound or by which any property of any Selling Shareholder or any Controlled Company is bound, or
(vii) actuate, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under violate any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other than, in the case of clauses (ii) or (iii), any such conflicts, Defaults, rights, losses, amendments or Encumbrances that would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEConstituent Document.
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No Conflict. The Assuming that all consents, approvals, authorizations and other actions described in Section 3.04 have been obtained and all filings and notifications listed in Section 3.04 of the Disclosure Schedule have been made, the execution, delivery and performance by such InvestorABB and the Sellers of the Transaction Agreements to which any of them is a party do not and will not (a) violate, conflict with or result in the breach of any provision of the charter or by-laws (or similar organizational documents) of ABB, the Existing Investors and Sellers, the Investors’ Representative IPR Assignors, any OGP Subsidiary, or, to the knowledge of this Agreement and the Amended and Restated Stockholder Agreement do notABB, and the consummation of the Offering and the other transactions contemplated hereby and thereby and compliance a JV Company, (b) conflict with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will notor violate any Law or Order, or (c) conflict with, or result in any Default breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or, in the case of any OGP Subsidiary, to the knowledge of ABB, a JV Company and the Purchased Assets, require any consent under, or give rise to a right others any rights of termination, amendment, acceleration, suspension, revocation or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon on any of the assets OGP Shares, to the knowledge of such InvestorABB, the Existing Investors shares of any JV Company or the Investors’ Representative under of any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents of such Investor, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party Encumbrance other than a Permitted Encumbrance on any of the CompanyOGP Assets pursuant to, any note, grant, subsidy, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including all Material Contracts and Material Permits) entered into in the OGP Business and to which any of the InvestorsOGP Subsidiary, the Existing Investors Asset Seller or the Investors’ Representative IPR Assignor is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assets, other thanexcept, in the case of clauses clause (iib) or (iiic), any such conflicts, Defaults, rights, losses, amendments as set forth in Section 3.03 of the Disclosure Schedule or Encumbrances that as would not reasonably be expected to materially impair create a liability in excess of $500,000 in any individual case or delay $2,000,000 in the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEaggregate.
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No Conflict. The Provided that all consents, approvals, authorizations and other actions described in Section 4.03 have been obtained or taken, except as set forth in Section 4.02 of the Seller Disclosure Schedule and except as may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any Third Party), the execution, delivery and performance by such InvestorSeller, the Existing Investors Business Transferors and the Investors’ Representative of this Agreement and the Amended and Restated Stockholder Agreement do notAcquired Companies of, and the consummation by Seller, the Business Transferors and the Acquired Companies of the Offering and the other transactions contemplated hereby by, the Transaction Agreements (including the Reorganization) to which any of them is or will be a party do not and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will notnot (a) violate, contravene or conflict with, or require any notice or approval under, the organizational documents of Seller, any Business Transferor or any Acquired Company, (b) violate, contravene or conflict with, or require any notice or approval under, any material Law or other material Governmental Order applicable to the Business, Seller, any Business Transferor or any Acquired Company or by which any of them or any of their respective properties or assets is bound or subject or (c) result in any Default 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 any payment under, or give rise to a right any Person any rights of termination, alteration, impairment or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than a Permitted Lien) on, any of the assets assets, rights or properties of such InvestorSeller, the Existing Investors or the Investors’ Representative under any provision of (i) the certificate of incorporation or bylaws Business Transferor or any relevant organizational documents of such InvestorAcquired Company pursuant to, such Existing Investor or the Investors’ Representative, (ii) any material Contract (with a party other than the Company) to which any of the Investors, the Existing Investors or the Investors’ Representative is a party or by which any of the Investors’, the Existing Investors’ or the Investors’ Representative’s assets are bound or (iii) any Law or Judgment, in each case applicable to any of the Investors, the Existing Investors or the Investors’ Representative or their assetsMaterial Contract, other than, in the case of clauses clause (ii) or (iiic), any such conflicts, Defaultsviolations, rightsbreaches, lossesrequired payments, amendments defaults, rights or Encumbrances that Liens that, individually or in the aggregate, would not reasonably be expected to to, individually or in the aggregate, have a material and adverse effect on the Business or the Acquired Companies, taken as a whole, or materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material Permit, order or authorization of, or registration, declaration or filing with, or notice toSeller, any Governmental Entity is required Business Transferor or any Acquired Company to be obtained or made by or with respect to any of effect the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEClosing.
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Samples: Equity Purchase Agreement (Navigant Consulting Inc)
No Conflict. The execution, delivery and performance by such InvestorExcept as otherwise disclosed in SCHEDULE 5.04, the Existing Investors execution and delivery by each of the Investors’ Representative Sellers of this Agreement and the Amended and Restated Stockholder Agreement do notTransaction Documents to which it is or will be a party, and the consummation its performance of the Offering its obligations hereunder and the other transactions contemplated hereby thereunder, does not and thereby and compliance with the provisions of this Agreement and the Amended and Restated Stockholder Agreement will not, conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of 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 such Investor, the Existing Investors or the Investors’ Representative under : (i) violate any provision of (i) the certificate of incorporation or bylaws or any relevant organizational documents by-laws of such Investor, such Existing Investor Grace or the Investors’ Representative, Partnership Agreement; (ii) violate, result in a breach of or constitute a default (or an event which, with or without notice, lapse of time or both, would constitute a default) under or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to any material Contract (with a party other than the Company) agreement or contract to which any either of the Investors, the Existing Investors Sellers or the Investors’ Representative any CCS Entity is a party or by which any of the Investors’, the Existing Investors’ them (or the Investors’ Representative’s assets are bound any of their respective assets) is subject or bound; (iii) violate, or result in the creation of, or give any Law or Judgmentparty the right to create, in each case applicable to any Lien upon any of the InvestorsAssets; (iv) violate, result in a breach of or constitute a default (or an event which, with or without notice, lapse of time or both, would constitute a default) under any judgment, decree, order or process of any court or Governmental Authority binding upon either of the Sellers, or any of their respective businesses or properties, including the Assets; (v) violate any statute, law or regulation applicable to either of the Sellers, or any of their respective businesses or properties, including the Assets; (vi) terminate or modify, or give any third party the right to terminate or modify, the Existing Investors provisions or the Investors’ Representative or their assets, other than, in the case terms of clauses (ii) any Assumed Contract; or (iiivii) require either of the Sellers to obtain any authorization, consent, approval or waiver from, or to make any filing with, any Person (other than those obtained by Sellers prior to the Closing, which are in full force and effect at the Closing), any except for such conflictsviolations, Defaultsbreaches, rightsdefaults, lossesLiens, amendments modifications, terminations or Encumbrances that failures to obtain consents which would not reasonably be expected to materially impair or delay the ability of such Investor, such Existing Investor or the Investors’ Representative to perform its obligations (if any) under this Agreement or the Amended and Restated Stockholder Agreement or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material 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 any of the Investors, the Existing Investors or the Investors’ Representative in connection with the execution, delivery and performance of this Agreement, or the Amended and Restated Stockholder Agreement by such Investor, such Existing Investor or the Investors’ Representative or the consummation by such Investor, such Existing Investor or the Investors’ Representative of the Offering or the other transactions contemplated by this Agreement or the Amended and Restated Stockholder Agreement, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of the NYSEhave a Material Adverse Effect.
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