No Conflicts; No Violations. None of the execution, delivery or performance of this Agreement by the Purchaser will (a) result in any violation of or be in conflict with or constitute a default under any term of organizational documents of the Purchaser, (b) result in any material breach of any terms or provisions of, or constitute a material default under, any material contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser or its property is bound or (c) violate any judgment, order, decree, statute, law, rule or regulation applicable to the Purchaser, except for, in the case of the foregoing clauses (b) and (c), any violation, conflict, breach or default which would not have a Material Adverse Effect on the Purchaser.
No Conflicts; No Violations. The execution and delivery of this Agreement does not (and of each other Transaction Document will not), and neither will the performance by the Corporation or any of its Subsidiaries of their respective obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby on the terms and conditions set forth herein and therein (i) conflict with the Organizational Documents of the Corporation or any of its Subsidiaries, (ii) except as set forth on Schedule 3.5, conflict with, result in any violation of, constitute a default (with or without notice, the passage of time or both) under, or give rise to a right of termination, cancellation, or acceleration of, or any obligation or to loss of a benefit under, any contract to which the Corporation or any of its Subsidiaries is a party or by which any of its assets or properties may be bound, (iii) violate, constitute a default (with or without notice, the passage of time or both) under, or cause the forfeiture, impairment, non-renewal, revocation, or suspension of any license or permit necessary for the conduct of the business of the Corporation or any of its Subsidiaries in compliance with all Laws, (iv) violate any Order of any Governmental Entity applicable to the Corporation or any of its Subsidiaries, (v) violate any Law applicable to the Corporation or any of its Subsidiaries, or (vi) result in the creation of any Lien upon any of the assets or properties of the Corporation or any of its Subsidiaries, except, in the case of clauses (ii) through (vi), as could not reasonably be expected to have a Material Adverse Effect.
No Conflicts; No Violations. The execution, delivery and performance of this Agreement by the Principal Shareholder, and the consummation by the Principal Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or result in a violation of any provision of the Principal Shareholder’s articles of incorporation or bylaws or other organizational documents, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Principal Shareholder is a party, or (iii) result in a violation of any Law or Order (including U.S. federal and state securities Laws and regulations of any self-regulatory organizations to which the Principal Shareholder or its securities are subject) applicable to the Principal Shareholder or by which any property or asset of the Principal Shareholder is bound or affected.
No Conflicts; No Violations. None of the execution, delivery or performance of this Agreement by WTM will (a) result in any violation of or be in conflict with or constitute a default under any term of the constitutive documents of WTM, (b) result in any material breach of any terms or provisions of, or constitute a material default under, any material contract, agreement or instrument to which WTM is a party or by which WTM or its property is bound or (c) violate any judgment, order, decree, statute, law, rule or regulation applicable to WTM except for in the case of the foregoing clauses (b) and (c), any violation, conflict, breach or default which would not have a Material Adverse Effect on WTM.
No Conflicts; No Violations. The execution and delivery of this Agreement does not (and of each other Transaction Document will not), and neither will the performance by the Corporation or any of its Subsidiaries of their respective obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby on the terms and conditions set forth herein and therein, nor the exercise by the Purchasers of any of their rights and remedies under the Transaction Documents, (i) conflict with the Organizational Documents of the Corporation or any of its Subsidiaries; (ii) except as set forth on Schedule 3.5, conflict with, result in any violation of, constitute a default (with or without notice, the passage of time or both) under, require the offering or making of any payment or redemption, or give rise to a right of termination, cancellation, acceleration, increased or additional rights or entitlements of, or any obligation or to loss of a benefit under, any Contract to which the Corporation or any of its Subsidiaries is a party or by which any of its assets or properties may be bound; (iii) except as set forth on Schedule 3.5, require any consent of or notice to any Person, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person; (iv) violate, constitute a default (with or without notice, the passage of time or both) under, or cause the forfeiture, impairment, non-renewal, revocation, or suspension of any license or permit necessary for the conduct of the business of the Corporation or any of its Subsidiaries in compliance with all Laws; (v) violate any Order of any Governmental Entity applicable to the Corporation or any of its Subsidiaries; (vi) violate any Law applicable to the Corporation or any of its Subsidiaries; or (vii) result in the creation of any Lien upon any of the assets or properties of the Corporation or any of its Subsidiaries, except, in the case of clauses (iv), (vi) and (vii), as could not reasonably be expected to have a Material Adverse Effect (either singly or when combined with other breaches of the representations and warranties in this Article III).
No Conflicts; No Violations. The execution and delivery by Parent of this Agreement does not, and the performance of its obligations hereunder, and the issuance and sale of the New Shares and the consummation of the other transactions contemplated hereby will not, (i) conflict with, or result in any violation of any provision of, the Parent Articles or the Parent Bylaws or (ii) conflict with, or result in any violation of any provision of, subject to compliance with and filing under the HSR Act and the Exchange Act, any Judgment or Law, in each case, applicable to Parent or its properties or assets (assuming that the Parent Shareholder Approval is obtained), other than, in the case of clause (ii), any matters that, individually or in the aggregate, would not prevent or materially impede, interfere with, hinder or delay the consummation of the Share Purchase.
No Conflicts; No Violations. The execution and delivery by BAT of this Agreement does not, and the performance of its obligations hereunder, the purchase of the New Shares by BAT or a Designated Subsidiary and the consummation of the transactions contemplated hereby, will not, (i) conflict with, or result in any violation of any provision of, the organizational documents of BAT or any such Designated Subsidiary or (ii) conflict with, or result in any violation of any provision of, subject to compliance with and filing under the HSR Act and the Exchange Act, any Judgment or Law, in each case, applicable to BAT, any such Designated Subsidiary or their respective properties or assets other than, in the case of clause (ii), any matters that, individually or in the aggregate, would not prevent or materially impede, interfere with, hinder or delay the consummation of the Share Purchase.
No Conflicts; No Violations. The execution, delivery and performance of this Agreement by the Principal Shareholder, and the consummation by the Principal Shareholder of the transactions contemplated hereby do not and will not (i) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Principal Shareholder is a party, or (ii) result in a violation of any Law or Order (including U.S. federal and state securities Laws and regulations of any self-regulatory organizations to which the Principal Shareholder is subject) applicable to the Principal Shareholder or by which any property or asset of the Principal Shareholder is bound or affected.
No Conflicts; No Violations. None of the execution, delivery or performance of this Agreement by Newco will (a) result in any violation of or be in conflict with or constitute a default under any term of the organizational documents of Newco, (b) result in any material breach of any terms or provisions of, or constitute a material default under, any material contract, agreement or instrument to which Newco is a party or by which Newco or its property is bound or (c) violate any judgment, order, decree, statute, law, rule or regulation applicable to Newco except for, in the case of the foregoing clauses (b) and (c), any violation, conflict, breach or default which would not have a Material Adverse Effect on Newco (after giving effect to the Transactions).
No Conflicts; No Violations. None of the execution, delivery or ------------------------------ performance of this Agreement by the Company will (a) result in any violation of or be in conflict with or constitute a default under any term of the constitutive documents of the Company, (b) result in any material breach of any terms or provisions of, or constitute a material default under, any material contract, agreement or instrument to which the Company is a party or by which the Company or its property is bound or (c) violate any judgment, order, decree, statute, law, rule or regulation applicable to the Company except for in the case of the foregoing clauses (b) and (c), any violation, conflict, breach or default which would not have a Material Adverse Effect on the Company.
