Common use of No Conflicts; Government Consents and Permits Clause in Contracts

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement by Junshi and the consummation by Junshi of the transactions contemplated hereby (including the purchase of the Shares) will not (i) conflict with or result in a violation of any provision of Junshi’s articles of association, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture or instrument to which Junshi is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to Junshi, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not reasonably be expected to affect the ability of Junshi to consummate the transactions contemplated hereby or perform its obligations hereunder or result in a liability for Coherus. ​ (b) Junshi is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to purchase the Shares in accordance with the terms hereof other than such as have been made or obtained, except for any consent required under the PRC Approvals. ​

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement by Junshi the Purchaser and the consummation by Junshi the Purchaser of the transactions contemplated hereby (including the purchase of the Shares) will not (i) conflict with or result in a violation of any provision of Junshithe Purchaser’s articles Certificate of associationIncorporation or Bylaws or equivalent documents, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture indenture, or instrument to which Junshi the Purchaser is a party party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations rules and regulations of any self-regulatory organizationsorganizations to which the Purchaser is subject) applicable to Junshithe Purchaser, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not reasonably be expected to affect the ability of Junshi to consummate the transactions contemplated hereby or perform its obligations hereunder or result in have a liability for Coherus. ​Purchaser Material Adverse Effect. (b) Junshi The Purchaser is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency Governmental Authority or any regulatory or self self-regulatory agency in order for it the Purchaser to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to purchase the Shares Securities in accordance with the terms hereof hereof, other than such as have been made or obtained, and except for any consent (i) filings required under applicable Antitrust Laws and expiration or termination of the PRC Approvals. ​applicable waiting period under applicable Antitrust Laws and (ii) any filings required to be made under federal or state securities laws.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement by Junshi Syntone and the consummation by Junshi Syntone of the transactions contemplated hereby (including the purchase of the Shares) will not (i) conflict with or result in a violation of any provision of JunshiSyntone’s articles Certificate of associationIncorporation or Bylaws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture indenture, or instrument to which Junshi Syntone is a party party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to JunshiSyntone, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not reasonably be expected to affect the ability of Junshi to consummate the transactions contemplated hereby or perform its obligations hereunder have a Material Adverse Effect on Syntone or result in a liability for Coherus. ​Outlook. (b) Junshi Syntone is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to purchase the Shares in accordance with the terms hereof other than such as have been made or obtained. Notwithstanding the foregoing, except for any consent required under Syntone acknowledges that the PRC Approvals. ​Commerce Authority of Hebei province requires outbound direct investment permit and related recording and Syntone has obtained the permit on March 29, 2020.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement by Junshi Outlook and the consummation by Junshi Outlook of the transactions contemplated hereby (including the purchase issuance of the Shares) will not (i) conflict with or result in a violation of any provision of JunshiOutlook’s articles Certificate of associationIncorporation or Bylaws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture indenture, or instrument to which Junshi Outlook is a party party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to JunshiOutlook, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not reasonably be expected to affect the ability of Junshi to consummate the transactions contemplated hereby or perform its obligations hereunder have a Material Adverse Effect on Outlook or result in a liability for Coherus. ​Syntone. (b) Junshi Outlook is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to purchase issue and sell the Shares in accordance with the terms hereof other than such as have been made or obtained, and except for (i) any consent post-closing filings required to be made under federal or state securities laws and (ii) any required filings or notifications regarding the PRC Approvals. ​issuance or listing of additional shares with Nasdaq.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement by Junshi GSK and the consummation by Junshi GSK of the transactions contemplated hereby (including the purchase of the Shares) will not (i) conflict with or result in a violation of any provision of JunshiGSK’s memorandum and articles of associationassociation or equivalent organizational documents, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture indenture, or instrument to which Junshi GSK is a party party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree Law (including United States U.S. federal and state and U.K. securities laws Laws and regulations and regulations of any self-regulatory organizations) applicable to JunshiGSK, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as have not had, and would not reasonably be expected to affect the ability of Junshi to consummate the transactions contemplated hereby or perform its obligations hereunder have, a Material Adverse Effect on GSK or result in a liability for Coherus. ​Vir. (b) Junshi GSK is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory agency or self self-regulatory agency organization in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to purchase the Shares in accordance with the terms hereof other than such as have been made or obtained, obtained except for any consent required under the PRC Approvals. ​applicable premerger notification and waiting period requirements of the HSR Act, and such other Antitrust Law as may be applicable to the Agreement.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement the Gates Agreements by Junshi Vir and the consummation by Junshi Vir of the transactions contemplated hereby and thereby (including the purchase issuance of the Shares) will not (i) conflict with or result in a violation of any provision of JunshiVir’s articles Amended and Restated Certificate of associationIncorporation or Amended and Restated Bylaws, each as in effect on the date hereof, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture indenture, or instrument to which Junshi Vir is a party party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree Law (including United States federal federal, state and state international securities laws Laws and regulations and regulations of any self-regulatory organizations) applicable to JunshiVir, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not reasonably be expected to affect the ability of Junshi to consummate the transactions contemplated hereby or perform its obligations hereunder have, a Material Adverse Effect on Vir or result in a liability for Coherus. ​the Foundation. (b) Junshi Vir is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory agency or self self-regulatory agency organization in order for it to execute, deliver or perform any of its obligations under this Agreement the Gates Agreements in accordance with the terms hereofand conditions hereof or thereof, or to purchase issue and sell the Shares in accordance with the terms and conditions hereof other than such as have been made or obtained, and except for (i) any consent post-closing filings required to be made under federal or state securities Laws and (ii) any required filings or notifications regarding the PRC Approvals. ​issuance or listing of additional shares with Nasdaq.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement by Junshi Zentalis and the consummation by Junshi Zentalis of the transactions contemplated hereby (including the purchase issuance of the Shares) will not (i) conflict with or result in a violation of any provision of JunshiZentalis’s articles Certificate of associationIncorporation, as amended, or Bylaws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture indenture, or instrument to which Junshi Zentalis is a party party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to JunshiZentalis, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not reasonably be expected to affect have a material adverse effect on the ability business, assets, liabilities, financial condition, results of Junshi to consummate the transactions contemplated hereby operations, or perform stockholders’ equity of Zentalis and its obligations hereunder or result in subsidiaries, taken as a liability for Coherus. ​whole. (b) Junshi Zentalis is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to purchase the Shares in accordance with the terms hereof other than such as have been made or obtained, except for any consent required under the PRC Approvals. ​.