Common use of No Conflicts; Consents of Third Parties Clause in Contracts

No Conflicts; Consents of Third Parties. The execution and delivery by Trumx xx this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby or thereby, and the compliance by Trumx xxxh any of the provisions hereof or thereof does not (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or by-laws of the Company; (ii) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any "takeback" right or right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit or Order to which the Company is a party or by which the Company or the properties or assets of the Company are bound; (iii) constitute a violation of any Law applicable to the Company; or (iv) result in the creation of any Lien upon the properties or assets of the Company. No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Company in connection with the execution and delivery of this Agreement or the other Transaction Documents, or the compliance by the Company, with any of the provisions hereof or thereof, except as set forth on Schedule 4.1 to this Agreement or those required by the Registration Rights Agreement including any and all Securities and Exchange Commission (the "SEC") and Blue Sky filings.

Appears in 4 contracts

Samples: Stock Purchase and Sale Agreement (Financial Performance Corp), Stock Purchase and Sale Agreement (Financial Performance Corp), Stock Purchase Agreement (Trump Robert S)

AutoNDA by SimpleDocs

No Conflicts; Consents of Third Parties. The execution and --------------------------------------- delivery by Trumx xx the Purchaser of this Agreement and the other Transaction DocumentsDocuments to be executed by the Purchaser, the consummation of the transactions contemplated hereby or thereby, and the compliance by Trumx xxxh the Purchaser with any of the provisions hereof or thereof does not and will not (ia) conflict with, or result in the breach of, any provision of the certificate of incorporation or by-laws of the Company; Purchaser, (iib) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any "takeback" right or right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit Contract or Order to which the Company Purchaser is a party or by which the Company Purchaser or the its properties or assets of the Company are bound; bound or (iiic) constitute a violation by the Purchaser of any Law applicable to the Company; or (iv) result in the creation of any Lien upon the properties or assets Purchaser. Except as set forth on SCHEDULE 4.3 of the Company. No Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Company Purchaser in connection with the execution and delivery of this Agreement or the other Transaction Documents, Documents to be executed by the Purchaser or the compliance by the Company, Purchaser with any of the provisions hereof or thereof, except as set forth on Schedule 4.1 to this Agreement thereof which has not been made or those required by the Registration Rights Agreement including any and all Securities and Exchange Commission (the "SEC") and Blue Sky filingsobtained.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aristotle Corp)

AutoNDA by SimpleDocs

No Conflicts; Consents of Third Parties. (a) The execution execution, delivery and delivery by Trumx xx performance of this Agreement by the Company and the other Transaction Documents, the consummation of the transactions contemplated hereby or thereby, and the compliance by Trumx xxxh any of the provisions hereof or thereof does this Agreement will not (i) conflict with, or result in the breach of, any provision of with the certificate of incorporation or by-laws of the Company; (ii) conflict with, violate, or result in the breach or termination of, or constitute a default or give rise to any "takeback" right or right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contractmaterial lease, Permit agreement, commitment or Order other instrument, or any material order, judgment or decree, to which the Company Company, is a party or by which the Company Company, any of its subsidiaries or the any of their respective assets or properties is bound or assets of the Company are boundaffected; (iii) constitute a breach or violation of any Law law, regulation, order, writ, judgment, injunction or decree applicable to the Company, any of its subsidiaries or any of their respective assets or properties; or (iv) result in the creation of any Lien claim, lien, security interest, charge or encumbrance upon any of the properties capital stock of the Company or upon any assets of the Company. No Company or any of its subsidiaries. (b) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not, require any consent, waiver, approval, Order, Permit or authorization of, or declaration or filing withwith any governmental body, court or notification toother person or entity, any Person or Governmental Body is required on except for the part of the Company in connection filing with the execution and delivery of this Agreement or the other Transaction Documents, or the compliance by the Company, with any of the provisions hereof or thereof, except as set forth on Schedule 4.1 to this Agreement or those required by the Registration Rights Agreement including any and all Securities and Exchange Commission (the "SEC") of the proxy statement to be distributed to the holders of the Company Common Stock in connection with the meeting of the holders of the Company's Common Stock to approve the Company Common Stockholders' Action (the "Proxy Statement") under the Securities Exchange Act of 1934, as amended, and Blue Sky filingsthe rules and regulations promulgated thereunder (the "Exchange Act").

Appears in 1 contract

Samples: Equity Restructuring Agreement (Greenlight Capital LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!