No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any of its Subsidiaries, as amended, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewith.
(b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made or, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by Stockholder do not, and the performance of this Agreement by Stockholder will not, (i) conflict with or violate the charter documents or trust instruments of Stockholder, if applicable, (ii) conflict with or violate any law applicable to Stockholder or by which Stockholder or any of Stockholder's assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration, or cancellation of, or result in the creation of a lien or encumbrance on any assets of Stockholder (including, without limitation, the Shares) pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which Stockholder is a party or by which Stockholder or any of its assets are bound or affected.
(b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, other than necessary filings under the Securities Exchange Act of 1934, as amended.
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by Acquiror and MergerSub does not, and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will not, conflict with, or result in a violation of, any provision of the Certificate of Incorporation or Bylaws of Acquiror or MergerSub, as amended to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does not, and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will not, conflict with, or result in a material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit under, any material mortgage, indenture, lease, contract or other material agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or any Subsidiary of Acquiror or any of their properties or assets, except as such termination, cancellation or acceleration could reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby.
(b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) such filings as may be required under the rules and regu...
No Conflicts; Required Filings and Consents. (a) None of the execution --------------------------------------------- and delivery of this Distribution Agreement by Delta Woodside, the consummation by Delta Woodside of the transactions contemplated hereby or compliance by Delta Woodside with any of the provisions hereof will (i) conflict with or violate the Articles of Incorporation or By-laws of Delta Woodside or the comparable organizational documents of any of Alchem, Delta Consolidated, Delta Merchandising or DHAC, (ii) subject to receipt or filing of the required Consents (as defined herein) referred to in Section 4.4(b), conflict with or violate any statute, ordinance, rule, regulation, order, judgment or decree applicable to Delta Woodside or any of Delta Woodside's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group), or by which any of them or any of their respective properties or assets may be bound or affected, or (iii) subject to receipt or filing of the required Consents referred to in Section 4.4(b), result in a violation or breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, charge, security interest, pledge, or encumbrance of any kind or nature (any of the foregoing being a "Lien") on any of the property or assets of Delta Woodside or any of Delta Woodside's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group) (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Delta Woodside or any of Delta Woodside's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group) is a party or by which Delta Woodside or any of Delta Woodside's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group) or any of their respective properties may be bound or affected, except in the case of the foregoing clause (ii) or (iii) for any such Violations that would not have a Delta Woodside Material Adverse Effect.
(b) None of the execution and delivery of this Distribution Agreement by Delta Woodside, the consummation by Delta Woodside of the transactions contemplated hereby or ...
No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not (in each case, whether or not with notice, lapse of time or both), (i) conflict with or violate any provision of the organizational, governing or similar documents of Seller Parent, each Selling Entity or each Acquired Company, (ii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity or each Acquired Company or by which the Transferred Assets are bound, (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give any Person (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset or any asset owned by an Acquired Company, or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, except, i...
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not, (i) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Shareholder or by which the Shareholder or any of the Shareholder's properties is bound or affected, or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of the Shareholder pursuant to, any note, mortgage, contract, agreement, lease, license, permit, or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties is bound or affected.
(b) The execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "EXCHANGE ACT"), and the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Shareholder of such Shareholder's obligations under this Agreement.
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Voting Agreement by Stockholder do not, and the performance of this Voting Agreement by Stockholder will not: (i) conflict with or violate any order, decree or judgment applicable to Stockholder or by which he or any of his properties is bound or affected; or (ii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on the Subject Shares pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of his properties is bound or affected.
(b) The execution and delivery of this Voting Agreement by Stockholder do not, and the performance of this Voting Agreement by Stockholder will not, require any Consent of any Person.
No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.5, none of (i) the execution and delivery hereof by Probity, (ii) the consummation by the Stockholders of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders with any of the provisions hereof will:
(a) conflict with or violate the Articles of Incorporation or Bylaws of Probity;
(b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity or by which Probity or any of its properties or assets may be bound or affected;
(c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to any other party any material right of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, to which Probity is a party or by which Probity or any of its properties or assets may be bound or affected;
(d) result in the creation of any Lien on any of the property or assets of Probity; or
(e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent")
(i) any government or subdivision thereof, whether domestic or foreign, or any administrative, governmental or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"); or (ii) any other individual or Entity (collectively, a "Person").
No Conflicts; Required Filings and Consents. (a) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby and compliance with the terms hereof will violate, conflict with or result in a breach, or constitute a default (with or without due notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to CIBER or to CIBER's property or assets.
(b) The execution and delivery of this Agreement by CIBER does not, and the performance of this Agreement by CIBER will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (as defined in the Merger Agreement), except for the filing by CIBER of a Form 13D and, in the event of a Triggering Event (as defined herein), a Form 3 with the Securities and Exchange Commission, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay the performance by CIBER of any of its obligations under this Agreement.
