No Conflicts; Authorizations. (a) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby will not, (i) violate the provisions of any of the Charter Documents of Parent or Merger Sub, (ii) violate any Contract to which Parent or Merger Sub is a party, (iii) assuming compliance by Parent with the matters referred to Section 4.4(b), violate any Law applicable to Parent or Merger Sub on the date hereof, or (iv) result in the creation of any Liens upon any of the assets owned or used by Parent or Merger Sub, other than such violations referred to in clauses (i), (ii) and (iii) and such Liens referred to in clause (iv) which would not reasonably be expected, individually or in the aggregate, materially to impair or delay the ability of Parent or Merger Sub to perform its obligations under this Agreement and consummate the Merger or to be material to Parent and its Subsidiaries taken as a whole.
(b) No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement and the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware, (ii) such filings as may be required under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of the OTC Bulletin Board, and (iii) such Authorizations, Orders, registrations, declarations, filings and notices the failure to obtain or make which would not reasonably be expected to materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement and consummate the Merger or to be material to Parent and its Subsidiaries taken as a whole.
No Conflicts; Authorizations. (a) The execution and delivery of this Agreement by Buyer do not, and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of any of the Charter Documents of the Buyer or any of its Subsidiaries, (ii) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights, or require a consent to assignment, under any Contract (A) to which the Buyer or any of its Subsidiaries is a party, (B) of which the Buyer or any of its Subsidiaries is a beneficiary or (C) by which the Buyer or any of its Subsidiaries or any of their respective assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to Buyer or any of its Subsidiaries, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the creation of any Liens upon any of the assets owned or used by the Buyer or any of its Subsidiaries.
(b) No Authorization or Order of, registration, declaration or filing with, or notice to, any Governmental Entity or other Person is required by or with respect to the Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the consummation of the Acquisition and the issuance of the Purchase Price Shares.
No Conflicts; Authorizations. (a) The execution and delivery of this Agreement by Buyer do not, and the consummation of the transactions contemplated hereby by Buyer will not, (i) violate the provisions of any of the organizational documents of Buyer, (ii) violate any Contract to which Buyer is a party, (iii) to the knowledge of Buyer, violate any Law of any Governmental Entity applicable to Buyer on the date hereof, or (iv) to the knowledge of Buyer, result in the creation of any Liens upon any of the assets owned or used by Buyer, except in each such case where such violation or Lien would not reasonably be expected to impair materially the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby.
(b) No Authorization or Order of, registration, declaration or filing with, or notices to any Governmental Entity is required by Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
No Conflicts; Authorizations. (a) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby will not, (i) violate the provisions of any of the Charter Documents of Parent or Merger Sub, (ii) violate any Contract to which Parent or Merger Sub is a party, (iii) assuming compliance by Parent with the matters referred to Section 4.3(b), violate any Law applicable to Parent or Merger Sub on the date hereof, or (iv) result in the creation of any Liens upon any of the assets owned or used by Parent or Merger Sub, other than such violations referred to in clauses (i), (ii) and (iii) and such Liens referred to in clause (iv) which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement and the consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (ii) such Authorizations, Orders, registrations, declarations, filings and notices the failure to obtain or make which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
No Conflicts; Authorizations. (a) The execution and delivery of this Agreement by Sellers do not, and the performance by Sellers of their obligations hereunder and the consummation by Sellers of the Acquisition (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of any of the Charter Documents of any Seller, MTC or any of its Subsidiaries, (ii) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights, or require a consent to assignment, under any Material Contract, (iii) violate or conflict with any Law, Authorization or Order applicable to any Seller, MTC or any of its Subsidiaries, or (iv) result in the creation of any Liens upon any of the assets owned or used by MTC or any of its Subsidiaries. No consent, waiver, assignment or other approval or action is required in connection with the Acquisition under any Material Contract in order to preserve all rights of, and benefits to, MTC and its Subsidiaries thereunder.
(b) No Authorization or Order of any Governmental Authority or other Person is required by or with respect to any Seller, MTC or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the consummation of the Acquisition, including any filing or report under the HSR Act and the Other Antitrust Laws.
No Conflicts; Authorizations. (a) The execution and delivery of this Agreement by the Sellers does not, and the consummation by Sellers of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of any of the organizational documents of the Company or the Subsidiary, (ii) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights, or require a consent to assignment, under any Contract to which the Company or the Subsidiary is a party, or by which the Company or the Subsidiary or any of their respective assets is bound, (iii) violate or conflict with any Law applicable to the Company or any Subsidiary, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated by this Agreement, or (iv) result in the creation of any Liens upon any of the assets owned or used by the Company or the Subsidiary.
(b) No Authorization or registration, declaration or filing with, or notice to, any Governmental Entity or other Person is required by or with respect to the Company or the Subsidiary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
No Conflicts; Authorizations. The execution and delivery of this Agreement by Purchaser does not, and the consummation of the Acquisition by Purchaser will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the charter, bylaws or similar organization documents of Purchaser;
(b) conflict with or result in a material violation or breach of any Law or Order applicable to Purchaser or any of Purchaser’s assets and properties or require any consent or approval of or any notice or filing with any Governmental Entity or other third party; or
(c) conflict with or result in a breach or violation of, or default under, or give rise to any right of acceleration or termination of, any of the terms, conditions or provisions of, any note, bond, lease, license, agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser’s assets or properties are bound.
No Conflicts; Authorizations. (a) The execution and delivery of this Agreement by Seller do not, and the consummation of the Acquisition and the performance by Seller of the other transactions contemplated hereby will not, unless otherwise disclosed on Schedule 3.5(a), (i) violate the provisions of any of the Charter Documents of Seller or the Company, (ii) violate any Material Contract, (iii) assuming compliance by Seller with the matters referred to in Section 3.5(b), violate any Law applicable to Seller or the Company, or (iv) result in the creation of any Liens (other than Permitted Liens) upon any of the assets owned or used by the Company.
(b) Except for consents of third parties that may be required in connection with the ROW Reorganization, no Authorization or Order of, registration, declaration or filing with, or notice to, any Governmental Entity is required by Seller or the Company in connection with the execution and delivery of this Agreement, the consummation of the Acquisition or the performance of the transactions contemplated hereby, except for such Authorizations, Orders, declarations, filings and notices as may be required under the HSR Act and the Other Antitrust Laws and for the notifications set forth in Section 7.6
No Conflicts; Authorizations. (a) The execution and delivery of this Agreement by Buyers does not, and the consummation of the Merger by Buyers will not, (i) violate the provisions of any of the Charter Documents of Buyers, (ii) violate any Contract to which either of Parent or Merger Sub is a party, (iii) to the knowledge of Buyers, violate any Law of any Governmental Entity applicable to Buyers on the date hereof, or (iv) to the knowledge of Buyers, result in the creation of any Liens upon any of the assets owned or used by Buyers, except in each such case where such violation or Lien would not reasonably be expected to impair materially the ability of Buyers to perform their obligations under this Agreement or consummate the Merger.
(b) No Authorization or Order of, registration, declaration or filing with, or notices to any Governmental Entity is required by Buyers in connection with the execution and delivery of this Agreement and the consummation of the Merger.
No Conflicts; Authorizations. (a) The execution and delivery by YGYI and KII of this Agreement and/or the Ancillary Documents do not, and the consummation by YGYI and KII of the Transactions will not: (i) violate the provisions of any of the Charter Documents of YGYI or KII; (ii) violate any Contract to which YGYI or KII is a party; (iii) violate any Law of any Governmental Entity applicable to YGYI or KII on the Closing Date; or (iv) result in the creation of any Liens upon any of the assets owned or used by YGYI or KII except in each such case where such violation or Lien would not reasonably be expected to impair materially the ability of YGYI or KII to perform its obligations under this Agreement or consummate the Transactions.
(b) No authorization or order of, registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to YGYI or KII in connection with the execution and delivery of this Agreement and the consummation of the Transactions, except for such authorizations, orders, registrations, declarations, filings and notices the failure to obtain or make which would not reasonably be expected to impair materially the ability of YGYI or KII to perform its obligations under this Agreement or consummate the Transactions.
