Common use of No Conflicts; Governmental Approvals Clause in Contracts

No Conflicts; Governmental Approvals. (a) The execution and delivery by each of Weyerhaeuser and the Spinco Parties of each Transaction Document to which it is a party do not, the execution and delivery by each of Weyerhaeuser and the Spinco Parties of each Transaction Document to which it is contemplated that Weyerhaeuser or such Spinco Party will be a party will not, and the consummation of the Spinco Share Issuance and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any issued and outstanding share of capital stock or equity interest of any Spinco Party or any of the Newco Assets, Newco Canada Exchangeco Assets, Newco Liabilities, Newco Canada Exchangeco Liabilities or the Newco Business under, any provision of (i) the certificate or articles of incorporation, the by-laws, the certificate of formation, the limited liability company agreement or the comparable charter or organizational documents of Weyerhaeuser or any Spinco Party, (ii) any Contract to which Weyerhaeuser, any Spinco Party or any Weyerhaeuser Subsidiary is a party or by which any of their respective properties or assets is bound, or (iii) subject to the filings, consents and other matters referred to in Section 4.05(b), any Judgment or Law applicable to Weyerhaeuser, any Spinco Party or any Weyerhaeuser Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Newco Material Adverse Effect or a Material Adverse Effect on Weyerhaeuser.

Appears in 2 contracts

Samples: Transaction Agreement (Domtar CORP), Transaction Agreement (Weyerhaeuser Co)

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No Conflicts; Governmental Approvals. (a) The execution and delivery by each of Weyerhaeuser and the Spinco Parties Domtar of each Transaction Document to which it is a party do not, the execution and delivery by each of Weyerhaeuser and the Spinco Parties Domtar of each Transaction Document to which it is contemplated that Weyerhaeuser or such Spinco Party will to be a party will not, and the consummation of the Spinco Share Issuance and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any issued and outstanding share of capital stock or equity interest of any Spinco Party Domtar or any of the Newco Assets, Newco Canada Exchangeco Assets, Newco Liabilities, Newco Canada Exchangeco Liabilities properties or the Newco Business assets of Domtar under, any provision of (i) the certificate or articles of incorporation, incorporation and the by-laws, the certificate of formation, the limited liability company agreement laws or the comparable charter or organizational documents of Weyerhaeuser Domtar or any Spinco PartyDomtar Subsidiary, (ii) any Contract to which Weyerhaeuser, any Spinco Party Domtar or any Weyerhaeuser Domtar Subsidiary is a party or by which any of their respective properties or assets is boundbound (including the Domtar Indentures and the Domtar Credit Facility), or (iii) subject to the filings, consents and other matters referred to in Section 4.05(b3.05(b), any Judgment judgment, order or Law decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”) applicable to Weyerhaeuser, any Spinco Party Domtar or any Weyerhaeuser Domtar Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Newco Domtar Material Adverse Effect or a Material Adverse Effect on WeyerhaeuserEffect.

Appears in 2 contracts

Samples: Transaction Agreement (Domtar CORP), Transaction Agreement (Weyerhaeuser Co)

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by each of Weyerhaeuser Parent and the Spinco Parties of each Transaction Document to which it is a party Merger Sub do not, the execution and delivery by each of Weyerhaeuser and the Spinco Parties of each Transaction Document to which it is contemplated that Weyerhaeuser or such Spinco Party will be a party will not, and the consummation of the Spinco Share Issuance Merger and the other Transactions and compliance transactions contemplated hereby, will not (i) breach, violate or conflict with the terms hereof articles of incorporation, bylaws or other governing documents of Parent, the articles of incorporation or bylaws of Merger Sub or the comparable governing instruments of any of their respective Subsidiaries, (ii) assuming that all consents, approvals and thereof will notauthorizations contemplated by subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with, breach or violate any Law applicable to Parent or Merger Sub or by which either of them or any of their respective properties are bound or (iii) result in any breach or violation of or constitute a default (or an event that, which with or without notice or lapse of time or both, both would become a breach, violation or default) ), require a consent or result in the loss of a benefit under, or give rise to a any right of termination, cancelation cancellation, amendment or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person underof, or result in the creation of any a Lien upon any issued and outstanding share of capital stock or equity interest of any Spinco Party or (except a Permitted Lien) on any of the Newco Assets, Newco Canada Exchangeco Assets, Newco Liabilities, Newco Canada Exchangeco Liabilities assets of Parent or the Newco Business underMerger Sub pursuant to, any provision of (i) the certificate Contracts to which Parent or articles of incorporationMerger Sub, the by-laws, the certificate of formation, the limited liability company agreement or the comparable charter or organizational documents of Weyerhaeuser or any Spinco PartyAffiliate thereof, (ii) any Contract to which Weyerhaeuser, any Spinco Party or any Weyerhaeuser Subsidiary is a party or by which Parent or Merger Sub or any of their respective properties Affiliates or assets is bound, or (iii) subject to the filings, consents and other matters referred to in Section 4.05(b), any Judgment or Law applicable to Weyerhaeuser, any Spinco Party or any Weyerhaeuser Subsidiary its or their respective properties are bound (including any Contract to which an Affiliate of Parent or assetsMerger Sub is a party), other thanexcept, in the case of clauses (ii) and (iii) above), for any such items thatconflict, violation, breach, default, loss, right or other occurrence which would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Newco Parent Material Adverse Effect or a Material Adverse Effect on WeyerhaeuserEffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ClubCorp Holdings, Inc.)

No Conflicts; Governmental Approvals. (a%3) The execution and delivery by each of Weyerhaeuser and the Spinco Parties Purchaser of each Transaction Document to which it is a party do not, the execution and delivery by each of Weyerhaeuser and the Spinco Parties Purchaser of each Transaction Document to which it is contemplated that Weyerhaeuser or such Spinco Party will to be a party will not, and the consummation of the Spinco Share Issuance and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any Lien upon any issued and outstanding share of capital stock the properties or equity interest assets of any Spinco Party Purchaser or any of the Newco Assets, Newco Canada Exchangeco Assets, Newco Liabilities, Newco Canada Exchangeco Liabilities or the Newco Business its subsidiaries under, any provision of (i) the certificate or articles of incorporation, incorporation and the by-laws, the certificate of formation, the limited liability company agreement bylaws or the comparable charter or organizational documents of Weyerhaeuser Purchaser or any Spinco Partyof its subsidiaries, (ii) any Contract to which Weyerhaeuser, any Spinco Party Purchaser or any Weyerhaeuser Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound, bound or (iii) subject to the filings, consents and other matters referred to in Section 4.05(b3.03(b), any Judgment judgment, order or Law decree issued, promulgated or entered into by or with any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation promulgated or entered into by or with any Governmental Entity (“Law”) applicable to Weyerhaeuser, any Spinco Party Purchaser or any Weyerhaeuser Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items item that, individually or in the aggregate, have has not had and would not reasonably be expected to have a Newco Purchaser Material Adverse Effect or a Material Adverse Effect on WeyerhaeuserEffect.

Appears in 1 contract

Samples: Purchase Agreement (International Paper Co /New/)

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No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by each of Weyerhaeuser Parent and the Spinco Parties of each Transaction Document to which it is a party do not, the execution and delivery by each of Weyerhaeuser and the Spinco Parties of each Transaction Document to which it is contemplated that Weyerhaeuser or such Spinco Party will be a party will not, Merger Sub and the consummation of the Spinco Share Issuance Merger and the other Transactions transactions contemplated hereby do not and compliance will not (i) breach, violate or conflict with the terms hereof certificate of incorporation, bylaws or other governing documents of Parent, the certificate of incorporation or bylaws of Merger Sub or the comparable governing instruments of any of their respective Subsidiaries, (ii) assuming that all consents, approvals and thereof will notauthorizations contemplated by Section 5.3(b) below have been obtained, and all filings described in Section 5.3(b) have been made, conflict with, breach or violate any Law applicable to Parent or Merger Sub or by which either of them or any of their respective properties are bound or (iii) result in any breach or violation of or constitute a default (or an event that, which with or without notice or lapse of time or both, both would become a default) ), require a consent or result in the loss of a benefit under, or give rise to a any right of termination, cancelation cancellation, amendment or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person underof, or result in the creation of any a Lien upon any issued and outstanding share of capital stock or equity interest of any Spinco Party or (except a Permitted Lien) on any of the Newco Assets, Newco Canada Exchangeco Assets, Newco Liabilities, Newco Canada Exchangeco Liabilities material assets of Parent or the Newco Business underMerger Sub pursuant to, any provision of (i) the certificate Contracts to which Parent or articles of incorporationMerger Sub, the by-laws, the certificate of formation, the limited liability company agreement or the comparable charter or organizational documents of Weyerhaeuser or any Spinco PartyAffiliate thereof, (ii) any Contract to which Weyerhaeuser, any Spinco Party or any Weyerhaeuser Subsidiary is a party or by which Parent or Merger Sub or any of their respective properties Affiliates or assets is bound, or (iii) subject to the filings, consents and other matters referred to in Section 4.05(b), any Judgment or Law applicable to Weyerhaeuser, any Spinco Party or any Weyerhaeuser Subsidiary its or their respective properties are bound (including any Contract to which an Affiliate of Parent or assetsMerger Sub is a party), other thanexcept, in the case of clauses (ii) and (iii) above), for any such items thatconflict, violation, breach, default, loss, right or other occurrence which would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Newco Parent Material Adverse Effect or a Material Adverse Effect on WeyerhaeuserEffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

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