No Conflicts; Consents. 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) violate or breach any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Innovative Food Holdings Inc), Asset Purchase Agreement (Innovative Food Holdings Inc), Asset Purchase Agreement (Prairie Operating Co.)
No Conflicts; Consents. The execution, delivery and performance by Buyer Investor of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate or breach conflict with any provision of the certificate of incorporation formation, limited liability company agreement, or by-laws other governing documents of BuyerInvestor; (b) violate or breach conflict with any provision of any Law or Governmental Order Authority applicable to BuyerInvestor; (c) require the consent, notice or other action by any Person under, violate or conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer Investor is a party; or (d) require any consent, permit, Governmental OrderAuthority, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyAuthority; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyereach Investor’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental OrderAuthority’s order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyereach Investor’s ability to consummate the transactions contemplated hereby.
Appears in 4 contracts
Samples: Securities Purchase Agreement (NuZee, Inc.), Securities Purchase Agreement (NuZee, Inc.), Securities Purchase Agreement (NuZee, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation or incorporation, by-laws or other organizational documents of Buyer; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; or (d) require any . No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 Ancillary Documents and the consummation of the transactions contemplated hereby and thereby; except, in except for such filings as may be required under the cases of clauses (b) HSR Act and (c)such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Friedman Industries Inc), Asset Purchase Agreement (Intellinetics, Inc.), Asset Purchase Agreement (LZG International, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws any organizational document of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (Digerati Technologies, Inc.), Asset Purchase Agreement (SOCIAL REALITY, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws Organizational Documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act or any other Antitrust Law and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Carlisle Companies Inc), Asset Purchase Agreement (Carlisle Companies Inc), Asset Purchase Agreement (Carlisle Companies Inc)
No Conflicts; Consents. (a) The execution, delivery and performance by Buyer of this Agreement and the other Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation incorporation, bylaws or by-laws other organizational documents of Buyer; (b) violate assuming RCA Approval is received, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) except as set forth in Section 5.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; or (d) require any . Except for RCA Approval, no consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 Ancillary Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) except for and (c)such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect Material Adverse Effect.
(b) In reliance on BuyerSeller’s ability to consummate representation and warranty in Section 4.03(b), no filing under the transactions contemplated herebyHSR Act is required.
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Chugach Electric Association Inc)
No Conflicts; Consents. (a) The execution, execution and delivery and performance of this Asset Purchase Agreement by Buyer do not, and the execution and delivery of the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby will not, (i) violate the provisions of any of the Charter 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 materially to impair or delay the ability of Buyer to perform its obligations under this Asset Purchase Agreement or the Ancillary Agreements.
(b) No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required by Buyer in connection with the execution and delivery of this Asset Purchase Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, party and the consummation of the transactions contemplated hereby and thereby, do except for the failure to obtain which would not reasonably be expected to materially impair the ability of Buyer to perform its obligations under this Asset Purchase Agreement and will not: (a) violate or breach any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Ancillary Agreements to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Option Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Buyer Transaction Documents to which it is a partyDocuments, and the consummation completion of the transactions contemplated hereby and thereby, do not and will not: (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation or incorporation, by-laws or other organizational documents of Buyer; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) except for consents from manufacturers, consents from agents or Buyer’s lenders under its credit facility and as set forth in Section 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; or (d) require any . No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 Buyer Transaction Documents and the consummation completion of the transactions contemplated hereby and thereby; except, in except for such filings as may be required under the cases of clauses (b) HSR Act and (c)such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, if not obtained, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws organizational documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby andhereby. With the exception of the required FINRA regulatory approvals pursuant to FINRA Rule 1017 governing the consummation of the transactions contemplated hereby, in the case of clause (d), where such no consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (National Holdings Corp), Stock Purchase Agreement (National Holdings Corp)
No Conflicts; Consents. The execution, delivery and performance by each Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation by such Buyer of the transactions contemplated hereby and thereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation formation or by-laws operating agreement of such Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to such Buyer; or (c) except as set forth in Section 5.03 of the Buyer Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which such Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases case of clauses (b) and clause (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required in connection with the execution and delivery by Buyers of this Agreement and the other Transaction Documents and the consummation by the Buyers of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 5.03 of the Buyer Disclosure Schedule.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sutherland Asset Management Corp)
No Conflicts; Consents. The execution, delivery and performance by Buyer the Company of this Agreement and the other Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ai) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate articles of incorporation incorporation, bylaws or by-laws other organizational documents of Buyerthe Company (“Company Charter Documents”); (bii) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyerthe Company; (ciii) except as set forth in Section 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any agreement party the right to which Buyer is a partyaccelerate, terminate, modify or cancel any Material Contract or any material Permit affecting the properties, assets or business of the Company; or (div) require result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Company. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or to any Governmental Authority is required by or with respect to Buyer the Company in connection with the execution execution, delivery and delivery performance of this Agreement and the other Transaction Ancillary Documents and the consummation of the transactions contemplated hereby and thereby; except, in except for the cases filing of clauses (b) the NV Certificate of Merger with the Secretary of State of Nevada and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate DE Certificate of Merger with the transactions contemplated hereby and, in the case Secretary of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate Articles of incorporation Incorporation or by-laws Bylaws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consentparty and that is filed as an exhibit to the filings of Parent under the Securities Exchange Act of 1934, permitas amended, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Techne Corp /Mn/)
No Conflicts; Consents. The execution, delivery and performance by Buyer each Seller 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) violate result in a violation or breach of, or default under, any provision of the certificate of incorporation or incorporation, by-laws or other organizational documents of Buyerany Seller or the Acquired Company; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyerthe Business or the Purchased Assets; (c) require the consent, notice or other action by any Person under, conflict withrequire the payment of any contractual transfer or assignment fee by any Seller, violate result in a violation or breachbreach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any agreement party the right to which Buyer is accelerate, terminate, modify or cancel any Assigned Contract or any Contract of GCA involving aggregate annual consideration in excess of $100,000 (each, a party“GCA Material Contract”); or (d) require result in the creation or imposition of any Encumbrance on the Purchased Assets. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or to any Governmental Authority is required by or with respect to Buyer any Seller in connection with the execution and delivery of this Agreement and or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in except as otherwise provided on Section 4.04 of the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyDisclosure Schedules.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (General Cable Corp /De/), Stock and Asset Purchase Agreement (Standard Motor Products Inc)
No Conflicts; Consents. The execution, execution and delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partydoes not, and the consummation of the Transaction and the other transactions contemplated hereby and thereby, do not and compliance by Buyer with the terms hereof will not: (a) violate or breach any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breachresult in any violation of or default (with or without notice or lapse of time, constitute or both) under, require any Approvals (other than by any Governmental Entity) under, or give rise to a default under right of termination, cancellation or acceleration of any obligation or to a loss of benefit under, or result in the acceleration creation of any agreement to which Lien (other than Permitted Liens) upon any of the properties or assets of Buyer is a party; or any of its Subsidiaries under, any provision of (a) the certificate of incorporation, bylaws or equivalent governing documents of Buyer or (db) require any consentJudgment or Law applicable to Buyer or its Subsidiaries, permitor the properties or assets of Buyer or its Subsidiaries, Governmental Orderexcept, filing in each case, for any such items that would not reasonably be expected to have, individually or notice fromin the aggregate, with or to a Buyer Material Adverse Effect. No Approval of any Governmental Authority Entity is required to be obtained or made by or with respect to Buyer or its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and or the consummation of the transactions contemplated hereby Transaction and thereby; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the other transactions contemplated hereby, other than in respect of Antitrust Laws.
Appears in 2 contracts
Samples: Purchase Agreement (Hd Supply, Inc.), Purchase Agreement (Anixter International Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation or by-laws Organizational Documents of Buyer; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; or (d) require any . No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 Ancillary Documents and the consummation of the transactions contemplated hereby and thereby; except, in except for such filings as may be required under the cases of clauses (b) HSR Act and (c)such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s the ability of Buyer to consummate the transactions contemplated herebyhereby on a timely basis.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Akerna Corp.), Securities Purchase Agreement (Akerna Corp.)
No Conflicts; Consents. (a) The execution, execution and delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyby such Buyer do not, and the consummation by such Buyer of the transactions contemplated hereby and thereby, do not and will not: , (ai) violate or breach the provisions of any provision Organizational Document of the certificate of incorporation or by-laws of such Buyer; , (bii) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which such Buyer is a party; , (iii) violate any Law of any Governmental Entity applicable to such Buyer on the date hereof or (div) require result in the creation of any consentLiens upon any of the assets owned or used by such Buyer, permitexcept in each such case where such violation or Lien would not be material to such Buyer or impair or delay in any material respect the ability of such Buyer to perform its obligations under this Agreement.
(b) Except for any filings that may be required to comply with the HSR Act and any foreign antitrust and competition Law, Governmental Orderno Authorization or Order of, registration, declaration or filing with, or notice from, with or to any Governmental Authority Entity is required by or with respect to any Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby hereby, except for such Authorizations, Orders, registrations, declarations, filings and thereby; except, in notices the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice which would not have a reasonably be expected to (i) be material adverse effect on Buyer’s to any Buyer or (ii) materially impair or delay the ability of any Buyer to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing perform its obligations under this Agreement or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Harte Hanks Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer the City 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyerits Charter; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyerthe City; or (c) except as set forth in Section 6.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer the City is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on the City’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to City in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the new CPGs to be applied for and acquired by Buyer, the Certificate of Consent to be required by the City under Title 30 of the Vermont Statutes (if applicable), the FCC approval to transfer the International Section 214 Authority, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on the City’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 2 contracts
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tremor Video Inc.), Asset Purchase Agreement (Astec Industries Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer Seller of this Agreement and the other Transaction Related Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, thereby do not and will not: not (ai) violate the Governing Documents of C-COR or breach BRC, (ii) result in any provision violation of any applicable Law, or (iii) subject to the certificate receipt of incorporation or by-laws any consents of Buyer; (b) persons described in Section 2.7, violate or result in a breach of or constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller is entitled under any provision of any Law or Governmental Order applicable to Buyer; (c) require the consentcontract, notice agreement or other action by any Person under, conflict with, violate or breach, constitute a default under instrument binding upon Seller (or result in the acceleration imposition of any agreement to which Buyer is Lien upon any of Seller’s assets), except where the failure of compliance would not individually or in the aggregate have a party; or (d) require any Material Adverse Effect. No notice, filing, consent, approval, license, permit, Governmental Orderorder, qualification or authorization of, or registration, declaration, notice or filing or notice fromwith, with or to any Governmental Authority by Entity or with respect to Buyer any other Person is required for or in connection with the execution and delivery of this Agreement and the each other Transaction Documents Related Document, and the consummation of the transactions contemplated hereby and thereby; exceptTransactions, except where the failure of compliance would not individually or in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not aggregate have a material adverse effect Material Adverse Effect on Buyer’s or delay the ability of Seller to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (C-Cor Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer and Parent of this Agreement and the other Transaction Documents to which it is a they are party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate Organizational Documents of incorporation Buyer or by-laws of BuyerParent; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to BuyerBuyer or Parent; or (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer or Parent is a party; or (d) require any . No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or to any Governmental Authority is required by or with respect to Buyer or Parent in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in except for such filings as may be required under the cases terms of clauses (b) this Agreement and (c)such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)
No Conflicts; Consents. 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) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation or by-laws Organizational Documents of Buyer; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; or (d) require any . No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, except for such filings as may be required under the HSR Act (in the cases of clauses (b) and (cevent the HSR Exemption shall not be available), where the violationand such consents, breachapprovals, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s the business, results of operations or financial condition of Buyer (taken as a whole) or the ability of Buyer to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer such Purchaser of this Agreement and the other Transaction Documents to which it is a party, Registration Rights Agreement and the consummation by such Purchaser of the transactions contemplated hereby and thereby, do thereby will not and will not: (ai) violate or breach any provision result in a violation of the certificate organizational documents of incorporation or by-laws of Buyer; such Purchaser (bif such Purchaser is an entity), (ii) violate or breach any provision of any Law or Governmental Order applicable subject to Buyer; (c) require the consent, notice or other action by any Person underRegulatory Approvals, conflict with, violate or breach, constitute a default under (or result in the an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration of or cancellation of, any agreement agreement, indenture or instrument to which Buyer such Purchaser is a party; , or (diii) require result in a violation of any consentlaw, permitrule, Governmental Orderregulation, filing order, judgment or notice fromdecree (including federal and state securities laws) applicable to such Purchaser, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases case of clauses (bii) and (c)iii) above, where for such conflicts, defaults, rights or violations which would not, individually or in the violationaggregate, breach, conflict, default, acceleration or failure reasonably be expected to obtain consent or give notice would not have a material adverse effect on Buyer’s the ability of such Purchaser to consummate perform its obligations hereunder. The Purchaser is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Purchaser of the Transaction Documents and the transactions contemplated hereby and, in thereby (including the case purchase of clause (dthe Securities), where such consent, permit, Governmental Order, filing or notice which, in other than the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyRegulatory Approvals.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Blue Ridge Bankshares, Inc.), Securities Purchase Agreement (Blue Ridge Bankshares, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; or (cb) other than as disclosed elsewhere in this Agreement, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clause (b), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; excepthereby, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice which, in the aggregate, notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Yunhong CTI Ltd.), Stock Purchase Agreement (Yunhong CTI Ltd.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partySeller Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby, the fulfillment of and compliance with the terms and conditions hereof and thereof do not and will not: or shall not (ai) violate if Seller is not a natural person, result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; its governing documents, (bii) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; such Seller or (ciii) as the case may be, except as set forth in Section 3.8 of the Disclosure Schedules, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, require the consent, notice or other action by any other Person under, conflict with, violate or breach, constitute a default under or result in the loss of any benefit under, permit the acceleration of any agreement obligation under or create in any party the right to which Buyer is a party; terminate, modify or cancel (da) require any consentcontract, agreement, permit, Governmental Orderfranchise, filing license or notice fromother instrument applicable to such Seller, with (b) any judgment, decree or to order of any Governmental Authority to which such Seller is a party or is required by or with respect to Buyer in connection with the regarding such Seller’s execution and delivery of this Agreement and consummating the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; excepttransactions, in the cases of except (1) as to clauses (bii) and (ciii), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyersuch Seller’s ability to consummate the transactions contemplated hereby andtransactions, in and (2) for such filings as required under the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyHSR Act.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (McBc Holdings, Inc.), Membership Interest Purchase Agreement
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under applicable Laws and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Ecoark Holdings, Inc.), Securities Exchange Agreement (Humbl, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate charter and other organizational documents of incorporation Buyer or by-laws of BuyerParent; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to BuyerBuyer or Parent; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer or Parent is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer or Parent in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such consent, approval and/or filings as may be required by CFIUS, under the HSR Act, by the Hong Kong Stock Exchange or under the SEHK Listing Rules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Issuance and Purchase Agreement (Uqm Technologies Inc), Stock Issuance and Purchase Agreement (Uqm Technologies Inc)
No Conflicts; Consents. The execution, delivery delivery, and performance by each of Advance America and 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) violate conflict with or result in a violation or breach of, or default under, any provision of the its certificate of incorporation or incorporation, by-laws of Buyerlaws, or other organizational documents; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyerit; or (c) require the consent, notice notice, or other action by any Person not already obtained under, conflict with, violate result in a violation or breachbreach of, or constitute a default under or under, result in the acceleration of of, or create in any agreement party the right to accelerate, terminate, modify or cancel any Contract to which Buyer it is a party; or (d) require any . Except for the Necessary Permits, no consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or to any Governmental Authority is required by or with respect to Buyer or Advance America in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings, or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s (i) materially and adversely affect the ability of Buyer or Advance America to carry out its obligations under, or to consummate the transactions contemplated herebyby, this Agreement and the Transaction Documents; or (ii) prevent or materially delay the consummation by Buyer or Advance America of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CompuCredit Holdings Corp), Asset Purchase Agreement (Advance America, Cash Advance Centers, Inc.)
No Conflicts; Consents. 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) violate or breach any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) except for Nasdaq in connection with listing the Transaction Shares, require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Predictive Oncology Inc.), Asset Purchase Agreement (Predictive Oncology Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer Seller 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) violate result in a violation or breach of any provision of the certificate of incorporation formation or by-laws limited liability company agreement of BuyerSeller; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to BuyerSeller, the Business or the Purchased Assets; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a partyMaterial Contract; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to consummate Seller in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby andand thereby, in the case of clause (d)except for such consents, where such consentapprovals, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (ARC Group Worldwide, Inc.), Asset Purchase Agreement
No Conflicts; Consents. The execution, execution and delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is or will be a party, the 34 performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby, do not and will not: (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation or incorporation, by-laws or other organizational documents of Buyer; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; (c) except as set forth in Section 5.03 of the Disclosure Schedules, with such exceptions as, individually and in the aggregate, have not had, and are not reasonably likely to have, a Material Adverse Effect, require the any consent, notice notice, authorization, approval, waiver or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement other adverse consequences under, any Contract to which Buyer is a party; , or (d) require with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (a) through (c) of this Section 5.03. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, except for such filings as may be required as set forth in Section 5.03 of the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyDisclosure Schedules.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer each of this Agreement and Buyers of the other Transaction Documents to which it is a partyDocuments, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or incorporation, by-laws or other organization documents, as applicable, of BuyerBuyers; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to BuyerBuyers; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer any of Buyers is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s Buyers’ ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to any of Buyers in connection with the aggregateexecution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, except for such filings as may be required under the HSR Act and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s Buyers’ ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws Organizational Documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices that, if not obtained, made or given, would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CPG Newco LLC)
No Conflicts; Consents. (a) The execution, execution and delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyby Buyer do not, and the consummation by Buyer of the transactions Transactions contemplated hereby and thereby, do not and thereby will not: , (ai) violate or breach the provisions of any provision of the certificate of incorporation or by-laws Organizational Document of Buyer; , (bii) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; , (iii) conflict with or violate any Law of any Governmental Entity applicable to Buyer on the date hereof or (div) require result in the creation of any consentLiens upon any of the assets owned or used by Buyer, permitexcept as would not, Governmental Orderindividually or in the aggregate (x) reasonably be expected to result in material liability to Buyer or (y) materially delay or impede the performance by Buyer of its obligations under this Agreement or the other Transaction Documents or the consummation of the Transactions contemplated hereby or thereby.
(b) No Authorization or Order of, registration, declaration or filing with, or notice from, with or to any Governmental Authority Entity is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions Transactions contemplated hereby and thereby; except, in except for such Authorizations, Orders, registrations, declarations, filings and notices the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice which would not have a reasonably be expected to (i) result in material adverse effect on Buyer’s liability to Buyer or (ii) materially impair or delay the ability of Buyer to perform its obligations under this Agreement or the other Transaction Documents or consummate the transactions Transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebythereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws charter and other organizational documents of Buyer; (b) violate other than as disclosed elsewhere in this Agreement, result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) other than as disclosed elsewhere in this Agreement, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation or incorporation, by-laws or other organizational documents of Buyer; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) except for any legally required shareholder or directors approvals, require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; or (d) require any . No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 Ancillary Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s the ability of Buyer to consummate the transactions contemplated herebyhereby on a timely basis.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation formation or by-laws Company Agreement of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate articles of incorporation organization or by-laws operating agreement of Buyer; Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is or will be a party, the performance by Buyer of its obligations hereunder and thereunder, the consummation by Buyer of the transactions contemplated hereby and therebythereby and the compliance by Buyer with any of the provisions hereof and thereof, do does not and will shall not: (a) violate result in a violation or breach of any provision of the certificate Certificate of incorporation Formation or by-laws Operating Agreement of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer, any of its properties, assets or securities; (c) with such exceptions as, individually and in the aggregate, have not had and is not reasonably likely to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and thereby, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of or give rise to any right to accelerate, terminate, modify or cancel , or require any consent under, any agreement to which Buyer is a partyparty or by which it or any of its assets are otherwise subject; or (d) require with the passage of time, the giving notice or the taking of any action by another Person, have any of the effects described in clauses (a) through (c) of this Section 5.03. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
No Conflicts; Consents. 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) violate or breach any provision of the certificate of incorporation formation or by-laws operating agreement of Buyer; (b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice whichnotice, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. 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 does not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws any Organizational Documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where such conflict, violation, breach, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in except for such filings as may be required under the cases of clauses (b) HSR Act and (c)such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spectrum Pharmaceuticals Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws operating agreement of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) except as set forth in Buyer Disclosure Schedule 5.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Boxlight Corp)
No Conflicts; Consents. The execution, delivery and performance by Buyer the Company of this Agreement and the other any Transaction Documents Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws bylaws of Buyerthe Company; (b) violate result in a material violation or breach of any provision of any Law or Governmental Order applicable to Buyerthe Company; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement Contract to which Buyer the Company is a party; or (d) require any , except to the extent failure to obtain such consent, permitgive such notice or take such other action, conflict, violation or breach would not materially impede or materially delay the consummation of the transactions contemplated by the Transaction Agreements. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or to any Governmental Authority is required by or with respect to Buyer the Company in connection with the execution execution, delivery and delivery performance of this Agreement and the other or any Transaction Documents Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby; except, except for such filings as may be required under the HSR Act or any other Antitrust Law and as set forth in Section 3.02 of the cases of clauses (b) Disclosure Schedule and (c)such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice whichnotices the failure of which to be obtained or made would not, individually or in the aggregate, would not have be material to the Transportation Products Business on a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyconsolidated basis.
Appears in 1 contract
Samples: Master Transaction Agreement (Carlisle Companies Inc)
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses except for (bx) and (c)such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby andand thereby, in and (y) the case of clause (d), where such consent, permit, Governmental Shareholder Approval Motion and the Shareholder Approval Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws Organizational Documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable 45 to Buyer; or (c) except as set forth in Section 4.2 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Person is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except (i) for such filings as may be required under the HSR Act, (ii) for such filings with and approvals from FERC, (iii) as set forth in Section 4.2 of the Disclosure Schedules, and (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices the absence of which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Leidos, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer the Purchaser of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation articles or by-laws of Buyerthe Purchaser; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyerthe Purchaser; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer Purchaser is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c)) of this Section 5.2, where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on BuyerPurchaser’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to the Purchaser in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under applicable competition, antitrust and trade regulation Law or such consents, approvals or Permits as have been obtained and as set forth in Schedule 4.2 and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on BuyerPurchaser’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Share Purchase Agreement
No Conflicts; Consents. (a) The execution, execution and delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby, thereby do not and will not: (ai) violate or breach the provisions of any provision of the certificate of incorporation or by-laws Charter Documents of Buyer; , (bii) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; , (iii) to Buyer’s Knowledge, violate any Law of any Governmental Entity applicable to Buyer on the date hereof, or (div) require except as provided for in this Agreement, result in the creation of any consentLiens upon any of the assets owned or used by Buyer, permit, Governmental Order, except in each such case where such violation or Lien would not reasonably be expected materially to impair or delay the ability of Buyer to perform its obligations under this Agreement or the Ancillary Agreements.
(b) No consent of or filing or notice from, with or to any Governmental Authority Entity is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; except, other than such consents, filings or notices in respect of which the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s reasonably be expected materially to impair or delay the ability of Buyer to consummate perform its obligations under this Agreement and the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyAncillary Agreements.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery delivery, and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation charter or by-laws bylaws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consentconsent of, notice to or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under under, or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration acceleration, or failure to give notice or obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration, or filing with, or notice whichto, any Governmental Entity is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to make or obtain such consents, approvals, Permits, Governmental Orders, declarations, filings, or notices would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws any organizational document of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Pennit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
No Conflicts; Consents. (a) The execution, execution and delivery and performance by Buyer of this Agreement and each Ancillary Agreement by each member of the other Transaction Documents Seller Group (to which it the extent such member of the Seller Group is a partyparty thereto), and the consummation of the transactions contemplated hereby and thereby, thereby by Seller do not and will not: (ai) violate or breach the provisions of any provision of the certificate Charter Documents of incorporation such member of the Seller Group, (ii) violate any Contract to which such member of the Seller Group is a party, (iii) to Seller’s Knowledge, violate any Law applicable to such member of the Seller Group on the date hereof, or by-laws (iv) except as contemplated by this Agreement, result in the creation of Buyer; any Liens upon the Purchased Assets, except in each of the foregoing cases where such violation or Lien would not reasonably be expected to have a Material Adverse Effect.
(b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the No consent, notice authorization or other action by any Person underapproval of, conflict filing with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority Entity or third party is required by or with respect to Buyer any member of the Seller Group in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyAcquisition, except for (i) the consents, filings or notices set forth in Section 4.3 of the Seller Disclosure Schedule; except, in the cases of clauses (b) and (c)ii) such consents, where filings or notices in respect of which the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not reasonably be expected to (x) have a material adverse effect on Buyer’s Material Adverse Effect or (y) materially impair or delay the ability of such member of the Seller Group to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing perform its obligations under this Agreement or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery delivery, and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation completion of the transactions contemplated hereby and therebyunder this Agreement, do not and will not: (ai) violate conflict with or result in a violation or breach of any provision of the certificate of incorporation or by-laws governance documents of Buyer; , (bii) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; , or (ciii) require the consent, notice notice, or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute (with or without due notice or lapse of time or both) a default under under, or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (ii) and (iii), where the violation, breach, conflict, default, acceleration, or (d) require any failure to give notice would not be reasonably likely to have a material adverse impact on Buyer’s ability to complete the transactions contemplated under this Agreement. No consent, permitapproval, authorization, Governmental Order, declaration, or filing with, or notice fromto, with or 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 and the consummation completion of the transactions contemplated hereby and thereby; exceptunder this Agreement, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachauthorizations, conflictGovernmental Orders, defaultdeclarations, acceleration filings, or failure to obtain consent or give notice notices which would not be reasonably likely to have a material adverse effect impact on Buyer’s ability to consummate complete the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyunder this Agreement.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws charter documents of Buyer; (b) violate assuming all consents, authorizations, and approvals of Governmental Authorities are received pursuant to Section 5.09, result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) except as set forth in Section 4.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice or obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act and as set forth in Section 4.02 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Patterson Companies, Inc.)
No Conflicts; Consents. The execution(a) Except as set forth on Schedule 5.3 of the Buyer Disclosure Schedule, the execution and delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyby Buyer does not, and the consummation completion of the transactions contemplated hereby and thereby, do not and Acquisition by Buyer will not: , (ai) violate or breach the provisions of any provision of the certificate of incorporation or by-laws Charter Documents of Buyer; , (bii) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement 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 (div) require to the knowledge of Buyer, result in the creation of any consentLiens upon any of the assets owned or used by Buyer, permit, Governmental Order, except in each such case where such violation or Lien would not reasonably be expected materially to impair or delay the ability of Buyer to perform its obligations under this Agreement or consummate the Acquisition.
(b) No consent of or filing or notice from, with or to any Governmental Authority Entity is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents completion of the Acquisition, except for (i) such filings as may be required under the antitrust or competition Laws of any foreign country, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the consummation laws of the transactions contemplated hereby and thereby; exceptany foreign country, in the cases of clauses (b) and (c), where iii) such consents or filings the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice which would not have a material adverse effect on Buyer’s reasonably be expected to materially impair or delay the ability of Buyer to consummate perform its obligations under this Agreement or complete the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyAcquisition.
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No Conflicts; Consents. The execution(a) Except as set forth on Schedule 3.4(a), the execution and delivery and performance by Buyer of this Agreement by the Seller, Uponor and the other Transaction Documents to which it is a partyNewco does not, and the consummation by the Seller, Uponor and Newco of the transactions contemplated hereby and thereby, do not and will not: , except in each such case where such violation or Lien would not reasonably be expected to have a Material Adverse Effect, (ai) violate or breach any provision the provisions of the certificate Certificate of incorporation Incorporation or byBy-laws of Buyer; the Seller or Uponor, or the Limited Liability Company Agreement of Newco (ii) violate any Contract or Permit to which the Seller, Uponor or Newco is a party, (iii) violate any Law applicable to the Seller, Uponor or Newco on the date hereof, or (iv) result in the creation of any Liens upon any of the Contributed Assets.
(b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the Except as set forth on Schedule 3.4(b), no consent, notice authorization or other action by any Person underapproval of, conflict or filing with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority Entity is required by the Seller, Uponor or with respect to Buyer Newco in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby hereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and thereby; exceptfilings as may be required under applicable federal and state securities Laws and the Laws of any foreign country, in the cases of clauses (b) and (c), where ii) such consents or filings that the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not reasonably be expected to have a material adverse effect on Buyer’s Material Adverse Effect or materially impair the ability of the Seller, Uponor or Newco to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing perform its obligations under this Agreement or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Contribution & Membership Interest Purchase Agreement (Pw Eagle Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer Buyers of this Agreement and the other Transaction Documents to which it either or both of them is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: , with the exception of the Stock Condition (which must be satisfied prior to the Closing Date): (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation or incorporation, by-laws or other organizational documents of BuyerBuyers; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to BuyerBuyers; or (c) except as set forth in Section 5.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which a Buyer is a party; or (d) require any . Except for the need to satisfy the Stock Condition, no consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or to any Governmental Authority is required by or with respect to Buyer Buyers in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Xenetic Biosciences, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the common stock, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws any organizational document of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Agriforce Growing Systems Ltd.)
No Conflicts; Consents. 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 violate or breach any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) except as set forth in Schedule 5.03, require the consent, Consent or notice or other action by to any Person under, (including any Governmental Authority); or (d) conflict with, violate or breach, constitute a default under or result create in any party the acceleration of right to accelerate, modify or terminate any agreement to which Buyer is a party; or , except in the cases of clauses (b), (c) and (d) require any consentwhere the violation, permitconflict, default or failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No Consent, Permit, Governmental Order, filing or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, except for (i) such filings as may be required under the HSR Act, (ii) as set forth in the cases of clauses (b) Schedule 5.03, and (c)iii) such Consents, where the violationPermits, breachGovernmental Orders, conflict, default, acceleration or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
No Conflicts; Consents. The (a) Neither the execution, delivery and or performance by Buyer of this Agreement and the other Transaction Documents Agreements to which it is a party, and nor the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: will:
(ai) violate result in a material violation or material breach of, or material default under, any provision of the certificate of incorporation or by-laws Organizational Documents of Buyer; ;
(bii) violate result in a violation of, or breach give any provision Governmental Body the right to challenge any of the transactions contemplated hereby under, any Law or Governmental Order applicable to Buyer; or
(ciii) require the consent(A) result in a violation or breach of, notice or other action by any Person under, conflict with, violate or breach, (B) constitute a default under or under, (C) result in the acceleration of or create in any agreement party the right to accelerate, terminate or cancel or (D) require the Consent of any other Person under, any material Contract to which Buyer is a partyparty or is bound or to which any of the properties or assets of Buyer are subject; except in the case of clauses (ii) and (iii) where such conflict, violation, breach, event of default or other result described in such clauses would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.
(db) require any consentExcept for those items set forth in Section 3.5(b) of the Sellers Disclosure Schedules, permitno Consent, Governmental OrderPermit, declaration or filing with, or notice fromto, with or to any Governmental Authority Body is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and or the consummation of the transactions contemplated hereby and thereby; excepthereby, in except for such Consents, Permits, declarations, filings or notices the cases failure of clauses (b) and (c), where the violation, breach, conflict, default, acceleration which to make or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability reasonably be expected to consummate the transactions contemplated hereby andhave, in the case of clause (d), where such consent, permit, Governmental Order, filing individually or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Millicom International Cellular Sa)
No Conflicts; Consents. The (a) No notifications, consents, registrations, approvals, permits or authorizations are required to be obtained by Seller from any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement and or the other Transaction Documents by Seller or the consummation of the Transactions, except for (i) the filing with the SEC of the Proxy Statement and actions described in Section 6.15 including the satisfaction of any comments of the SEC or its staff regarding the Proxy Statement, and (ii) such other notifications, consents, registrations, approvals, permits or authorizations that are required to be obtained by Seller from a Governmental Authority, the failure of which it is to obtain would not, individually or in the aggregate, be reasonably likely to have a partyMaterial Adverse Effect.
(b) The execution, delivery, and performance of this Agreement by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, Transactions do not and will not: (ai) assuming that all notifications, consents, registrations, approvals, permits or authorizations contemplated by Section 4.04(a) have been obtained or made, conflict with or violate or breach any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach any provision of any Law or Governmental Order applicable to BuyerSeller, the Business or the Purchased Assets; (cii) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Seller; (iii) except as set forth in Section 4.04(b)(iii) of the Disclosure Letters, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyAssigned Contract.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate or breach conflict with any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach conflict with any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, violate or conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyAuthority; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyerthe buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyerthe buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Crypto Co)
No Conflicts; Consents. The execution, (a) Neither the execution and the delivery and performance by Buyer of this Agreement and by the other Transaction Documents to which it is a partyBuyer, and nor the consummation of the transactions contemplated hereby and therebyby the Buyer, do not and will notwill: (ai) violate any injunction, judgment, order, decree, ruling, charge or other restriction, or law, statute, rule or regulation of any Governmental Entity to which the Buyer is subject; (ii) violate any provisions of any of the charter documents of the Buyer, (iii) violate or breach any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under under, or result in the acceleration termination of or accelerate the performance required by any of the terms, conditions or provisions of, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument of the Buyer, or by which the Buyer or any of its assets, are bound or (iv) result in the creation of any agreement Lien on the material assets or properties of the Buyer, except in the clauses of (i) and (ii)- (iv), where such violations, defaults, conflicts, notices, consents and Liens would not reasonably expected to which result in a Buyer Material Adverse Effect.
(b) Except for filings under the HSR Act or as set forth on Section 4.3(b) of the Disclosure Schedule, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity or other Person on the part of the Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer required in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; exceptby this Agreement, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice except as would not have reasonably be expected to result in a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery delivery, and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation completion of the transactions contemplated hereby and therebyunder this Agreement, do not and will not: (ai) violate conflict with or result in a violation or breach of any provision of the certificate of incorporation or by-laws governance documents of Buyer; , (bii) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; , or (ciii) require the consent, notice notice, or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute (with or without due notice or lapse of time or both) a default under under, or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (bii) and (ciii), where the violation, breach, conflict, default, acceleration acceleration, or failure to obtain consent or give notice would not be reasonably likely to have a material adverse effect impact on Buyer’s ability to consummate complete the transactions contemplated hereby and, in the case of clause (d), where such under this Agreement. No consent, permitapproval, authorization, Governmental Order, declaration, or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with 31 the aggregateexecution and delivery of this Agreement and the completion of the transactions contemplated under this Agreement, except for such consents, approvals, authorizations, Governmental Orders, declarations, filings, or notices which would not be reasonably likely to have a material adverse effect impact on Buyer’s ability to consummate complete the transactions contemplated herebyunder this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement
No Conflicts; Consents. The execution, delivery and performance by each of Parent and Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of either Parent or Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to either Parent or Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Parent or Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases case of clauses (b) and clause (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Parent’s or Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to either Parent or Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for (i) the Current Report on Form 8-K to be filed with the SEC regarding the transactions contemplated hereby, (ii) application by Parent to the NYSE for the listing of the AgEagle Stock for trading thereon in the aggregatetime and manner required thereby, and (iii) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Parent’s or Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws Organizational Documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) except as set forth in Section 4.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not not, individually or in the aggregate, have a material adverse effect on Buyer’s 's ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act or any other competition or anti-trust related legal or regulatory requirements of a foreign jurisdiction, commission or governing body and as set forth in Section 4.02 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not, individually or in the aggregate, would not have a material adverse effect on Buyer’s 's ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. (a) The execution, execution and delivery and performance by Buyer of this Agreement by Buyer does not, and the other Transaction Documents execution and delivery of the Ancillary Agreements to which it Buyer is a party, party and the consummation of the transactions contemplated hereby and thereby, do not and thereby will not: , (ai) violate or breach the provisions of any provision of the certificate of incorporation or by-laws Charter Documents of Buyer; , (bii) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement 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 (div) require to the knowledge of Buyer, result in the creation of any consentLiens upon any of the assets owned or used by Buyer, permitexcept in each such case where such violation or Lien would not reasonably be expected materially to impair or delay the ability of Buyer to perform its obligations under this Agreement or the Ancillary Agreements.
(b) No Authorization or Order of, Governmental Orderregistration, declaration or filing with, or notice from, with or to any Governmental Authority Entity is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; except, in except for such Authorizations, Orders, registrations, declarations, filings and notices the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice which would not have reasonably be expected to materially impair the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements to which Buyer is a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyparty.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAncillary Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation organization or by-laws operating agreement of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under Antitrust Law, with the STB, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate result in a violation or breach of, or default under, any provision of the certificate of incorporation or incorporation, by-laws or other organizational documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, 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 Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated herebyhereby and thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement and Stock Purchase Agreement (Schmitt Industries Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate or breach conflict with any provision of the certificate of incorporation formation, limited liability company agreement, or by-laws other governing documents of Buyer; (b) violate or breach conflict with any provision of any Law or Governmental Order Authority applicable to Buyer; (c) require the consent, notice or other action by any Person under, violate or conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental OrderAuthority, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyAuthority; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyerthe buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental OrderAuthority’s order, filing or notice which, in the aggregate, would not have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (Maison Solutions Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party, other than required filings under the HSR Act; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (EnerSys)
No Conflicts; Consents. The execution, delivery and performance by each of Parent and Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of either Parent or Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to either Parent or Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Parent or Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases case of clauses (b) and clause (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Parent’s or Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to either Parent or Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for (i) the Current Report on Form 8-K to be filed with the SEC regarding the transactions contemplated hereby, and (ii) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Parent’s or Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws organizational documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, 39 Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement
No Conflicts; Consents. The execution, delivery and performance by Buyers and Buyer Parent 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of BuyerBuyers or Buyer Parent; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to BuyerBuyers or Buyer Parent; or (c) except as disclosed in Section 4.3 of the Buyer Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which any Buyer or Buyer Parent is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on any Buyer’s or Buyer Parent’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to any Buyer or Buyer Parent in connection with the aggregateexecution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for (i) such filings as previously made under the HSR Act and (ii) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on any Buyer’s or Buyer Parent’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nine Energy Service, Inc.)
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) except as set forth in Section 5.3 of the Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. Except as set forth on Section 5.3 of the Disclosure Schedule, no consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation or incorporation, by-laws or operating agreement, as applicable, of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in except for such filings as may be required under the cases of clauses (b) Antitrust Laws and (c)such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer and Acquisition Sub of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate Organizational Documents of incorporation Buyer or by-laws of BuyerAcquisition Sub; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to BuyerBuyer or Acquisition Sub; or (c) except for under any Regulatory Law, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer or Acquisition Sub is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s or Acquisition Sub’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer or Acquisition Sub in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as may be required under any Regulatory Law or as set forth in Section 5.03 of the Disclosure Schedules and for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act and as set forth in Schedule 5.2 and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The Neither the execution, delivery and performance by Buyer of this Agreement and any of the other Transaction Documents to which it is a party, and nor the consummation of the transactions contemplated hereby and therebyTransactions, do not and will notwill: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws formation and limited liability company agreement of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or an event that, with or without notice or lapse of time, or both, would constitute default under, result in the acceleration of or create in any agreement party the right to accelerate, terminate, modify or cancel any material Contract to which Buyer is a party; party or (d) require any consent, permit, Governmental Order, filing or notice from, with by which Buyer is bound or to which any Governmental Authority by or with respect to Buyer in connection with the execution of Buyer’s properties and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; exceptassets are subject, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such Transactions. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the Transactions, except such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (P&f Industries Inc)
No Conflicts; Consents. The execution, delivery and performance by each of the Buyer and the Parent of this Agreement and the other Transaction Ancillary Documents to which it either the Buyer or the Parent is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation or incorporation, by-laws or other organizational documents of Buyerthe Buyer or the Parent; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyerthe Buyer or the Parent; or (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement material Contract to which the Buyer or the Parent is a party; or (d) require any . No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or to any Governmental Authority is required by or with respect to the Buyer or the Parent in connection with the execution and delivery of this Agreement and the other Transaction Ancillary Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) except for a Current Report on Form 8-K with respect to this Agreement and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby andand such other consents, in the case of clause (d)approvals, where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice which, in the aggregate, notices as would not have a material adverse effect on Buyer’s ability to consummate materially delay the completion of the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.)
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws partnership agreement of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Independence Bancshares, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and therebyTransactions, do not and will not: (a) violate conflict with or result in a material violation or material breach of, or default under, any provision of the certificate of incorporation or by-laws Organizational Documents of Buyer; or (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person underexcept where such conflict, conflict with, violate violation or breach, constitute a default under individually or result in the acceleration aggregate, would not be reasonably likely to prevent, materially delay or materially impair the ability of any agreement Buyer to which Buyer is a party; or (d) require any consummate the Transactions. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 Ancillary Documents and the consummation of the transactions contemplated hereby Transactions, other than such filings and thereby; exceptnotifications as may be required to be made under the HSR Act and applicable Antitrust Laws, in the cases expiration or early termination of clauses (b) applicable waiting periods under the HSR Act and (c), where the violation, breach, conflict, default, acceleration expiration or failure to obtain consent termination of waiting periods or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case receipt of clause (d), where such consent, permit, Governmental Order, filing approvals or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyconsents required under other applicable Antitrust Laws.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (PLAYSTUDIOS, Inc.)
No Conflicts; Consents. 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 therebyhereby, do not and will not: (a) violate conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation or incorporation, by-laws or other organizational documents of Buyer; (b) violate conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; or (d) require any . No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby hereby, except for such filings as may be required under the HSR Act and thereby; exceptthe LFCE and such consents, in the cases of clauses (b) and (c)approvals, where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s the ability of Buyer to consummate the transactions contemplated herebyhereby on a timely basis.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate or breach conflict with any provision of the certificate of incorporation or by-laws of Buyer; (b) violate or breach conflict with any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, violate or conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyAuthority; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (China Green Agriculture, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer Seller and Tellenger of this Agreement and the other Transaction Documents to which it is they are each a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; Seller or Tellenger; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; Seller or Tellenger or the Business; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, material contract; except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to consummate Seller or Tellenger in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby andand thereby, in the case of clause (d)except such consents, where such consentapprovals, permitPermits, Governmental OrderOrders, filing declarations, filings or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer Seller of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate Charter Documents of incorporation Seller or by-laws of Buyerthe Company; (b) violate result in a violation or breach of any provision of any Law law or Governmental Order governmental order applicable to BuyerSeller or the Company; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consentMaterial Contract, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability Material Adverse Change. No consent, approval, permit, governmental order or filing with, or notice to, any Governmental Authority is required by or with respect to consummate Seller or the Company in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby andhereby, in except for such filings as may be required under the case of clause (d)HSR Act and such consents, where such consentapprovals, permitpermits, Governmental Ordergovernmental orders, filing declarations or notice notices which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Change.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Green Plains Inc.)
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws bylaws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement material Contract to which Buyer is a party; , except in the cases of clauses (b) or (d) require any c), where the conflict, default, acceleration or failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby; except, in except for such filings as may be required under the cases of clauses (b) Antitrust Laws and (c)such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer each Investor of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate operating agreement of incorporation or by-laws of Buyerany Investor; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyerthe Investors; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer any Investor is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect Material Adverse Effect on Buyer’s such Investor ‘s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to any Investor in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which have already been obtained and would not have a material adverse effect Material Adverse Effect on Buyereach Investor’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Preferred Equity Investment Agreement (Mack Cali Realty L P)
No Conflicts; Consents. (a) The execution, execution and delivery and performance by Buyer of this Agreement and the other Transaction Documents Ancillary Agreements to which it is a partyparty by Seller do not, and the consummation of the transactions contemplated hereby and therebyacquisition of the Purchased Securities (in each case, do not and with or without the giving of notice or lapse of time, or both) will not: , (ai) violate or breach the provisions of any provision of the certificate Organizational Documents of incorporation or by-laws of Buyer; Seller, (bii) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breachresult in a breach of, constitute a default under or under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, require notice under, result in the creation of any agreement Lien upon any of the properties or assets of Seller under, or violate any Contract to which Buyer such Seller is a party; party or to which any of its assets is subject, or (diii) require assuming compliance by the Seller with the matters referred to Section 3.4(b), violate any consentLaw applicable to Seller, permitexcept in the case of (ii) or (iii) where such violation has not had, Governmental Orderand would not reasonably be expected to have, a Seller Material Adverse Effect.
(b) No Authorization or Order of, registration, declaration or filing with, or notice from, with or to any Governmental Authority Entity is required by or with respect to Buyer the Seller in connection with the execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements (or the transactions contemplated hereby and thereby) and the consummation of the transactions contemplated hereby and thereby; exceptthereby except for the notification and/or approval to the extent required under the HSR Act and for such Authorizations, in Orders, registrations, declarations, filings and notices the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebySeller Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Palace Entertainment Holdings, Inc.)
No Conflicts; Consents. (a) The execution, execution and delivery and performance by Buyer of this Agreement by Buyer do not, and the other Transaction Documents execution and delivery of the Ancillary Agreements to which it Buyer is a party, party and the consummation of the transactions contemplated hereby and thereby, do not and thereby will not: , (ai) violate or breach the provisions of any provision of the certificate of incorporation or by-laws Charter Documents of Buyer; , (bii) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the consent, notice or other action by any Person under, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement Contract to which Buyer is a party; , (iii) violate any Law of any Governmental Entity applicable to Buyer on the date hereof, or (div) require result in the creation of any consentLiens upon any of the assets owned or used by Buyer, permitexcept in each such case where such violation or Lien would not reasonably be expected materially to impair or delay the ability of Buyer to perform its obligations under this Agreement or the Ancillary Agreements.
(b) No Authorization or Governmental Order of, Governmental Orderregistration, declaration or filing with, or notice from, with or to any Governmental Authority Entity is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; except, in except for such Authorizations, Governmental Orders, registrations, declarations, filings and notices (i) as may be required under the cases of clauses Foreign Antitrust Laws, or (bii) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice which would not have reasonably be expected to materially impair the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements to which Buyer is a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyparty.
Appears in 1 contract
Samples: Asset Purchase Agreement (Advanced Energy Industries Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation organizational documents or by-laws bylaws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order governmental order applicable to Buyer; or (c) require the consent, notice or other action by any Person person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in cases where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer's ability to consummate the transactions contemplated hereby. No consent, approval, permit, Governmental Ordergovernmental order, declaration or filing with, or notice fromto, with or to any Governmental Authority 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 and the consummation of the transactions contemplated hereby and thereby; excepthereby, except for the Regulatory Approvals. Xxxxx has not received any notice in writing that Xxxxx is ineligible to hold any of the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure Authorizations necessary to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate all Regulatory Approvals, and has no actual knowledge of the transactions contemplated hereby and, in the case basis for rejection of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyRegulatory Approvals.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (KonaTel, Inc.)
No Conflicts; Consents. (a) The execution, execution and delivery and performance by Buyer of this Agreement by Purchaser does not, and the other execution and delivery of the Other Transaction Documents to which it is a partyby Purchaser will not, and the consummation of the transactions contemplated hereby and thereby, do not thereby and compliance with the terms and conditions hereof and thereof will not: , conflict with, or result in any violation of or default (awith or without notice or lapse of time, or both) violate under, or breach give rise to a Lien upon any of the properties or assets under, any provision of the (i) its certificate of incorporation or by-laws laws, [**] other than, in the case of Buyer; clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Purchaser Material Adverse Effect.
(b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the No consent, notice or other action by any Person underapproval, conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consentlicense, permit, Governmental Orderorder or authorization of, or registration, declaration or filing or notice fromwith, with or to any person, including any Governmental Authority Entity, is required to be obtained or made by or with respect to Buyer Purchaser in connection with the execution execution, delivery and delivery performance of this Agreement and Agreement, the other Other Transaction Documents and or the consummation of the transactions contemplated hereby and thereby; except, or thereby other than (i) those that may be required solely by reason of Seller (as opposed to any other third party’s) participation in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby andor by the Other Transaction Documents and (ii) such consents, in approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the case absence of clause (d), where such consent, permit, Governmental Order, filing or notice which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyPurchaser Material Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Palatin Technologies Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws bylaws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any material agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation charter or by-laws of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) except as set forth in Section 4.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice or obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby and except where the failure to make or obtain such consents, approvals, Permits, Governmental Orders, declarations, filings, or notices would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The Except as may result from any facts or circumstances relating solely to Seller, 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, with or without the giving of notice or the passage of time: (a) violate result in a violation or breach of any provision of the certificate articles of incorporation or by-laws of BuyerBuyer (the “Buyer Charter Documents”); (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , or (d) require Permit or result in the creation or imposition of any consent, permit, Governmental Order, filing or notice from, with or to Encumbrances on any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, Buyer’s assets other than Permitted Encumbrances except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent or approval of, or registration, notification, filing, and/or declaration with, any Governmental Authority is required to be given or made by Buyer in connection with the execution, delivery, and performance by Buyer of this Agreement the Transaction Documents or the taking by Buyer of any other action contemplated hereby and, in or thereby except those filings required under the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate reporting obligations with the transactions contemplated herebySEC.
Appears in 1 contract
Samples: Asset Purchase Agreement (OncBioMune Pharmaceuticals, Inc)
No Conflicts; Consents. (a) The execution, execution and delivery and performance by Buyer of this Agreement and by the other Transaction Documents to which it is a partyPurchaser does not, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, do not and will not: , (ai) violate or breach any provision the provisions of the certificate Articles of incorporation Incorporation or byBy-laws of Buyer; the Purchaser, (ii) violate any Contract to which the Purchaser is a party, (iii) to the Purchaser’s Knowledge, violate any Law applicable to the Purchaser on the date hereof, or (iv) to the Purchaser’s Knowledge, result in the creation of any Liens upon any of the assets owned or used by the Purchaser, except in each such case where such violation or Lien would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder or consummate the transactions contemplated hereby.
(b) violate or breach any provision of any Law or Governmental Order applicable to Buyer; (c) require the No consent, notice authorization or other action by any Person underapproval of, conflict or filing with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority Entity is required by or with respect to Buyer the Purchaser in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby hereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and thereby; exceptfilings as may be required under applicable federal and state securities Laws, in the cases of clauses (b) and (c), where ii) such consents or filings that the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not reasonably be expected to have a material adverse effect on Buyer’s the ability of the Purchaser to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing perform its obligations hereunder or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Contribution & Membership Interest Purchase Agreement (Pw Eagle Inc)
No Conflicts; Consents. 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) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws organizational documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws Organizational Documents of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices that, if not obtained, made or given, would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Worthington Industries Inc)
No Conflicts; Consents. The execution, delivery and performance by Buyer the Selling Parties of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate operating agreement of incorporation or by-laws of Buyera Selling Party; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyera Selling Party; or (c) except as set forth in Selling Parties Disclosure Schedule 3.02 of the Disclosure Schedules, require the consent, notice or other action by any Person (other than the Trust) under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer a Selling Party is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s the Selling Parties ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to a Selling Party in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s the Selling Parties ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Boxlight Corp)
No Conflicts; Consents. The execution, delivery and performance by Buyer the Buyers of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate or breach conflict with any provision of the certificate of incorporation or by-laws of BuyerBuyers; (b) violate or breach conflict with any provision of any Law or Governmental Order applicable to BuyerBuyers; (c) require the consent, notice or other action by any Person under, violate or conflict with, violate or breach, constitute a default under or result in the acceleration of any agreement to which Buyer Buyers is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyAuthority; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s the Buyers's ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s the Buyers's ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer’s Organizational Documents; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby andhereby. Assuming the accuracy of the representations and warranties of the Company and the Shareholders herein, in the case of clause (d), where such no consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice whichto, any Governmental Authority is required by or with respect to Buyer in connection with the aggregateexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse any effect on Buyer’s ability to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate result in a violation or breach of any provision of the certificate certificates of incorporation or by-laws formation of Buyer; (b) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, violate result in a violation or breachbreach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party; , except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or (d) require any failure to give notice would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, permitapproval, Permit, Governmental Order, declaration or filing with, or notice fromto, with or 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 and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c)except for such consents, where the violationapprovals, breachPermits, conflictGovernmental Orders, defaultdeclarations, acceleration filings or failure to obtain consent or give notice notices that would not have a material adverse effect Material Adverse Effect on BuyerXxxxx’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyand thereby.
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Samples: Rights Transfer Agreement
