Common use of No Conflicts; Approvals Clause in Contracts

No Conflicts; Approvals. (a) All action on the part of Buyer and its board of directors necessary for (i) the authorization, execution and delivery of this Agreement and (ii) the performance of its obligations hereunder, has been taken or will be taken prior to or upon the Closing, as applicable; provided, however, that Buyer cannot consummate the transactions contemplated hereby unless and until it receives the requisite approval of the Nasdaq and the approval of the Xenetic Stockholders pursuant to Chapter 78 of the Nevada Revised Statutes (as amended) (“NRS”) and the Buyer’s Organizational Documents. This Agreement has been duly executed by Buyer and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a valid and legally binding obligation of Buyer, except (i) as limited by Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of Law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity. (b) The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Buyer or (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer. Other than Buyer’s filings with the SEC and the approval required by Nasdaq as provided herein, no Approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents.

No Conflicts; Approvals. (a) All action on the part of Buyer The execution, delivery and its board of directors necessary for (i) the authorization, execution and delivery performance of this Agreement and the other Transaction Documents by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the Transactions, will not, (i) violate any provision of the certificate of incorporation or bylaws (or other comparable Organizational Documents) of Parent or Merger Sub, (ii) result in a violation or breach of, or constitute (with or without the performance giving of its obligations hereundernotice, has the lapse of time or both) a default (or give rise to any right of termination, acceleration or cancellation of obligations) under, any Contract to which Parent or Merger Sub is a party or by which any of their respective properties or assets are bound, or (iii) assuming that all Approvals have been taken or will be taken prior to or upon the Closingobtained and all filings, registrations and notifications have been made, as applicable; providedcontemplated by Section 4.3(b), howeverviolate any Law applicable to Parent or Merger Sub or by which any of their respective properties or assets are bound, that Buyer cannot consummate other than, in the transactions contemplated hereby unless and until it receives the requisite approval case of the Nasdaq and the approval of the Xenetic Stockholders pursuant to Chapter 78 of the Nevada Revised Statutes (as amended) (“NRS”) and the Buyer’s Organizational Documents. This Agreement has been duly executed by Buyer and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a valid and legally binding obligation of Buyer, except (i) as limited by Laws of general application relating to bankruptcy, insolvency and the relief of debtors and clauses (ii) as limited by rules and (iii) above, any such violations, breaches, defaults or rights of Law governing specific performancetermination or cancellation which would not, injunctive relief individually or other equitable remedies and by general principles of equityin the aggregate, have a material adverse effect on Parent or Merger Sub or prevent or materially impair or delay Parent’s or Merger Sub’s ability to consummate the Transactions. (b) The execution, delivery and performance by Buyer of this Agreement by Parent and the other Transaction Documents to which it is a partyMerger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and therebyTransactions, do not and will not (a) conflict with or result in a violation or breach require any Approval of, or default under, any provision of the Organizational Documents of Buyer filing or (b) conflict registration with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer. Other than Buyer’s filings with the SEC and the approval required by Nasdaq as provided herein, no Approval, Permit, Governmental Order, declaration or filing with, or notice notification to, any Governmental Authority is Entity, other than (i) compliance with all applicable Antitrust Laws, (ii) any approval or filing required by under the NSI Act or with respect to Buyer in connection with under any other foreign investment control or national security review regime, (iii) the execution filing and delivery recordation of this Agreement the Certificate of Merger with, and the other Transaction Documentsacceptance for record thereof by, the Secretary of State of the State of Delaware, (iv) the Parent Consent and (v) such Approval, filings, registrations or notifications which, if not made or obtained, would not, individually or in the aggregate, have a material adverse effect on Parent or Merger Sub and prevent or materially impair or delay Parent’s or Merger Sub’s ability to consummate the Transactions.

No Conflicts; Approvals. (a) All action on Neither the part execution, delivery and performance of Buyer and its board this Agreement by the Company or Xxxxx nor the consummation or performance of directors necessary for any of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time) (i) contravene, conflict with or result in a breach of any provision of the authorizationorganizational documents of the Company, execution and (ii) result in any conflict with, breach of, or default (or give rise to any right to termination, cancellation or acceleration or loss of any right or benefit) under or require any consent or approval which has not been obtained or waived with respect to any indenture, contract, agreement or instrument to which the Company or Xxxxx is a party or by which any of the Assets may be bound, (iii) violate any Applicable Law or (iv) result in the imposition or creation of any Encumbrance upon or with respect to the Assets. (b) Except as listed on Schedule 3.3(b) of the Disclosure Letter, no action, consent or approval by, or filing by the Company or Xxxxx with any Governmental Authority, or any other Person or entity is required in connection with the execution, delivery or performance of this Agreement and (ii) or the performance consummation of its obligations hereunder, has been taken or will be taken prior to or upon the Closing, as applicabletransactions contemplated hereby; provided, however, that Buyer cannot consummate with respect to consents, approvals or filings under the transactions contemplated hereby unless and until it receives Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the requisite approval representation made in this sentence relies on the representation of the Nasdaq and the approval Buyer in Section 4.3(b). For purposes of the Xenetic Stockholders pursuant to Chapter 78 of the Nevada Revised Statutes this Agreement, “Governmental Authority” means (as amendeda) (“NRS”) and the Buyer’s Organizational Documents. This Agreement has been duly executed by Buyer andany government or political subdivision thereof, assuming the due authorizationwhether federal, execution and delivery by the other parties heretostate, constitutes a valid and legally binding obligation of Buyerlocal or foreign, except (i) as limited by Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of Law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity. (b) The executionany agency, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partydepartment, and the consummation of the transactions contemplated hereby and therebydivision, do not and will not (a) conflict with court, tribunal or result in a violation or breach of, or default under, any provision of the Organizational Documents of Buyer or (b) conflict with or result in a violation or breach instrumentality of any provision of such government or political subdivision and (c) any Law organization having governmental, regulatory or Governmental Order applicable to Buyer. Other than Buyer’s filings with the SEC and the approval required by Nasdaq as provided herein, no Approval, Permit, Governmental Order, declaration quasi-governmental or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documentsregulatory functions.