Common use of No Conflicts; Required Filings and Consents Clause in Contracts

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 compliance by Delta Woodside with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or registration or filing with or notification to (any of the foregoing being a "Consent"), any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), (ii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) certain state takeover, securities, "blue sky" and environmental statutes, (iv) such filings as may be required in connection with the taxes described in Section 15.12 (b), and (v) Consents the failure of which to obtain or make would not have a Delta Woodside Material Adverse Effect.

No Conflicts; Required Filings and Consents. (a) None of the execution --------------------------------------------- and delivery of this Distribution Agreement by Delta WoodsideApparel, the consummation by Delta Woodside Apparel of the transactions contemplated hereby or compliance by Delta Woodside Apparel with any of the provisions hereof will (i) conflict with or violate the Articles of Incorporation or By-laws of Delta Woodside Apparel or the comparable organizational documents of any of Alchem, Delta Consolidated, Delta Merchandising or DHACApparel's Subsidiaries, (ii) subject to receipt or filing of the required Consents (as defined herein) referred to in Section 4.4(b6.4(b), conflict with or violate result in a Violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Delta Woodside Apparel or any of Delta WoodsideApparel's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group)Subsidiaries, 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(b6.4(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") Violation pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Delta Woodside Apparel or any of Delta WoodsideApparel'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 Apparel or any of Delta WoodsideApparel'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 Apparel Material Adverse Effect. (b) None of the execution and delivery of this Distribution Agreement by Delta WoodsideApparel, the consummation by Delta Woodside Apparel of the transactions contemplated hereby or compliance by Delta Woodside Apparel with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or registration or filing with or notification to (any Consent of the foregoing being a "Consent"), any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act of 1933, as amended (and the "Securities Exchange Act"), (ii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) certain state takeover, securities, "blue sky" and environmental statutes, (iviii) such filings as may be required in connection with the taxes described in Section 15.12 (b15.12(b), and (viv) Consents the failure of which to obtain or make would not have a Delta Woodside Apparel Material Adverse Effect.

No Conflicts; Required Filings and Consents. (a) None of the execution --------------------------------------------- and delivery of this Distribution Agreement by Delta WoodsideDuck Head, the consummation by Delta Woodside Duck Head of the transactions contemplated hereby or compliance by Delta Woodside Duck Head with any of the provisions hereof will (i) conflict with or violate the Articles of Incorporation or By-laws of Delta Woodside Duck Head or the comparable organizational documents of any of Alchem, Delta Consolidated, Delta Merchandising or DHACDuck Head's Subsidiaries, (ii) subject to receipt or filing of the required Consents (as defined herein) referred to in Section 4.4(b5.4(b), conflict with or violate result in a Violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Delta Woodside Duck Head or any of Delta WoodsideDuck Head's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group)Subsidiaries, 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(b5.4(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") Violation pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Delta Woodside Duck Head or any of Delta WoodsideDuck Head'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 Duck Head or any of Delta WoodsideDuck Head'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 Duck Head Material Adverse Effect. (b) None of the execution and delivery of this Distribution Agreement by Delta WoodsideDuck Head, the consummation by Delta Woodside Duck Head of the transactions contemplated hereby or compliance by Delta Woodside Duck Head with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or registration or filing with or notification to (any Consent of the foregoing being a "Consent"), any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act of 1933, as amended (and the "Securities Exchange Act"), (ii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) certain state takeover, securities, "blue sky" and environmental statutes, (iviii) such filings as may be required in connection with the taxes described in Section 15.12 (b15.12(b), and (viv) Consents the failure of which to obtain or make would not have a Delta Woodside Duck Head Material Adverse Effect.

No Conflicts; Required Filings and Consents. (a) None of the execution --------------------------------------------- -------------------------------------------- and delivery of this Distribution Agreement by Delta WoodsideDuck Head, the consummation by Delta Woodside Duck Head of the transactions contemplated hereby or compliance by Delta Woodside Duck Head with any of the provisions hereof will (i) conflict with or violate the Articles of Incorporation or By-laws of Delta Woodside Duck Head or the comparable organizational documents of any of Alchem, Delta Consolidated, Delta Merchandising or DHACDuck Head's Subsidiaries, (ii) subject to receipt or filing of the required Consents (as defined herein) referred to in Section 4.4(b5.4(b), conflict with or violate result in a Violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Delta Woodside Duck Head or any of Delta WoodsideDuck Head's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group)Subsidiaries, 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(b5.4(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") Violation pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Delta Woodside Duck Head or any of Delta WoodsideDuck Head'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 Duck Head or any of Delta WoodsideDuck Head'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 Duck Head Material Adverse Effect. (b) None of the execution and delivery of this Distribution Agreement by Delta WoodsideDuck Head, the consummation by Delta Woodside Duck Head of the transactions contemplated hereby or compliance by Delta Woodside Duck Head with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or registration or filing with or notification to (any Consent of the foregoing being a "Consent"), any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act of 1933, as amended (and the "Securities Exchange Act"), (ii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) certain state takeover, securities, "blue sky" and environmental statutes, (iviii) such filings as may be required in connection with the taxes described in Section 15.12 (b15.12(b), and (viv) Consents the failure of which to obtain or make would not have a Delta Woodside Duck Head Material Adverse Effect.

No Conflicts; Required Filings and Consents. (a) None of the execution --------------------------------------------- -------------------------------------------- and delivery of this Distribution Agreement by Delta WoodsideApparel, the consummation by Delta Woodside Apparel of the transactions contemplated hereby or compliance by Delta Woodside Apparel with any of the provisions hereof will (i) conflict with or violate the Articles of Incorporation or By-laws of Delta Woodside Apparel or the comparable organizational documents of any of Alchem, Delta Consolidated, Delta Merchandising or DHACApparel's Subsidiaries, (ii) subject to receipt or filing of the required Consents (as defined herein) referred to in Section 4.4(b6.4(b), conflict with or violate result in a Violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Delta Woodside Apparel or any of Delta WoodsideApparel's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group)Subsidiaries, 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(b6.4(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") Violation pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Delta Woodside Apparel or any of Delta WoodsideApparel'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 Apparel or any of Delta WoodsideApparel'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 Apparel Material Adverse Effect. (b) None of the execution and delivery of this Distribution Agreement by Delta WoodsideApparel, the consummation by Delta Woodside Apparel of the transactions contemplated hereby or compliance by Delta Woodside Apparel with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or registration or filing with or notification to (any Consent of the foregoing being a "Consent"), any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act of 1933, as amended (and the "Securities Exchange Act"), (ii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) certain state takeover, securities, "blue sky" and environmental statutes, (iviii) such filings as may be required in connection with the taxes described in Section 15.12 (b15.12(b), and (viv) Consents the failure of which to obtain or make would not have a Delta Woodside Apparel Material Adverse Effect.

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 compliance by Delta Woodside with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or registration or filing with or notification to (any of the foregoing being a "Consent"), any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), (ii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) certain state takeover, securities, "blue sky" and environmental statutes, (iv) such filings as may be required in connection with the taxes described in Section 15.12 (b), and (v) Consents the failure of which to obtain or make would not have a Delta Woodside Material Adverse Effect.

No Conflicts; Required Filings and Consents. (a) None of the execution --------------------------------------------- and delivery of this Distribution Merger Agreement by Delta WoodsideVeramark, the consummation by Delta Woodside Veramark of the transactions contemplated hereby or compliance by Delta Woodside Veramark with any of the provisions hereof will (i) conflict with or violate the Articles of Incorporation charter or By-laws of Delta Woodside Veramark or the comparable organizational documents of any of Alchem, Delta Consolidated, Delta Merchandising or DHACVeramark's Significant Subsidiaries as such term is defined in Regulation S-X promulgated by the SEC, (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 Veramark or any of Delta WoodsideVeramark's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group)Significant Subsidiaries, 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 which 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 Veramark or any of Delta WoodsideVeramark's Significant 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, Contractcontract, agreement, lease, license, permit, franchise or other instrument or obligation to which Delta Woodside Veramark or any of Delta WoodsideVeramark's Significant 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 Veramark or any of Delta WoodsideVeramark's Significant 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 violations which would not have a Delta Woodside Veramark Material Adverse Effect. (b) None of the execution and delivery of this Distribution Merger Agreement by Delta WoodsideVeramark, the consummation by Delta Woodside Veramark of the transactions contemplated hereby or compliance by Delta Woodside Veramark with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or registration or filing with or notification to (any of the foregoing being a "Veramark Consent"), any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act"), (ii) compliance with any applicable requirements the filing of the Securities Exchange Act a certificate of 1934, as amended (the "Exchange Act")merger pursuant to Delaware Law and related filings under California Law, (iii) certain state takeover, securities, "blue sky" and environmental statutes, and (iv) such filings as may be required in connection with the taxes described in Section 15.12 (b), and (v) Consents the failure of which to obtain or make would not have a Delta Woodside Material Adverse Effect7.6.

No Conflicts; Required Filings and Consents. (a) None of the execution --------------------------------------------- and delivery of this Distribution Agreement by Delta Woodsidethe Company, the consummation by Delta Woodside the Company of the transactions contemplated hereby Transactions or compliance by Delta Woodside the Company with any of the provisions hereof will (i) subject to approval by the Company's stockholders referred to in Section 4.4 conflict with or violate the Articles Certificate of Incorporation or By-laws of Delta Woodside the Company or the comparable organizational documents of any of Alchem, Delta Consolidated, Delta Merchandising or DHACXxxxXxxxxx.xxx, (ii) subject to receipt or filing of the required Consents (as defined herein) referred to in Section 4.4(b10.6(a)) listed in Section 4.8 of the Company Disclosure Schedule, conflict with or violate result in a Default of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Delta Woodside the Company or any of Delta Woodsidethe Company's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group)subsidiaries, 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 listed in Section 4.4(b)4.8 of the Company Disclosure Schedule, 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") Default pursuant to, any note, bond, mortgage, indenture, Contractcontract, agreement, lease, license, permit, franchise or other instrument or obligation to which Delta Woodside the Company or any of Delta Woodsidethe Company's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group) subsidiaries is a party or by which Delta Woodside the Company or any of Delta Woodsidethe Company's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group) subsidiaries 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 Defaults which would not have a Delta Woodside Company Material Adverse Effect. (b) None of the execution and delivery of this Distribution Agreement by Delta Woodsidethe Company, the consummation by Delta Woodside the Company of the transactions contemplated hereby or compliance by Delta Woodside the Company with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or registration or filing with or notification to (any Consent of the foregoing being a "Consent"), any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act"), (ii) compliance with any applicable requirements the filing of the Securities Exchange Act Certificate of 1934, as amended (the "Exchange Act")Merger pursuant to DGCL, (iii) certain state takeover, securities, "blue sky" and environmental statutes, and (iv) such filings as may be required in connection compliance with the taxes described in Section 15.12 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (bthe "HSR Act"), and or (viii) Consents any Consent with respect to any business or operating permit, where the failure of which to obtain or make would such Consent is not have a Delta Woodside Material Adverse Effectmaterial to the Business.

No Conflicts; Required Filings and Consents. (a) None of the execution --------------------------------------------- and delivery of this Distribution Agreement by Delta WoodsideParent or the Purchaser, the performance by Parent or the Purchaser of their respective obligations hereunder and the consummation by Delta Woodside Parent and the Purchaser of the transactions contemplated hereby or compliance by Delta Woodside with any of the provisions hereof will (i) conflict with or violate the Articles their respective certificates or articles of Incorporation incorporation and bylaws or By-laws of Delta Woodside or the comparable similar organizational documents (provided that the Purchaser’s certificate of any incorporation shall be amended prior to the Effective Time to increase the Purchaser’s authorized share capital in order to facilitate the treatment of Alchem, Delta Consolidated, Delta Merchandising or DHACCompany Stock Options set forth in Section 2.9), (ii) subject to receipt or filing of the required assuming that all Consents (as defined herein) referred to described in Section 4.4(b)5.3(b) have been made or obtained, conflict with or violate any statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Delta Woodside Parent or any of Delta Woodside's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group)Purchaser, 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 which 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 any loss of any benefit, or the creation of any lien, charge, security interest, pledge, or encumbrance of any kind or nature (any of the foregoing being a "Lien") Lien on any of the property properties or assets of Delta Woodside Parent or any of Delta Woodside's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group) Purchaser (any of the foregoing referred to in clause (ii) or this clause (iii) above being a "“Parent Violation"”) pursuant to, any note, bond, mortgage, indenture, Contractcontract, agreement, lease, license, permit, franchise or other instrument or obligation to which Delta Woodside Parent or any of Delta Woodside's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group) Purchaser is a party or by which Delta Woodside Parent or any of Delta Woodside's Subsidiaries (other than a member of the Duck Head Group or a member of the Delta Apparel Group) Purchaser or any of their respective properties or assets may be bound or affected, except other than, in the case of the foregoing clause (ii) or clause (iii) for above, any such Parent Violations that would not have a Delta Woodside Material Adverse Effectreasonably be expected to prevent or materially delay the consummation of the Offer or the Merger. (b) None Other than (i) any filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice of a premerger notification and report form by the Company under the HSR Act and any applicable foreign antitrust filings, (ii) the requirements of the Exchange Act and any applicable state securities, “blue sky” or takeover Law (including the filing of the Schedule TO in connection with the Offer and the Proxy Statement), (iii) the appropriate applications, filings and notices to, and approval of, the NASDAQ, and (iv) the filing of the Articles of Merger with the Secretary of State of the State of Oregon, none of the execution and delivery of this Distribution Agreement by Delta WoodsideParent and the Purchaser, the performance by Parent or the Purchaser of their obligations hereunder or the consummation by Delta Woodside Parent or the Purchaser of the transactions contemplated hereby does or compliance by Delta Woodside with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or registration or filing with or notification to (any Consent of the foregoing being a "Consent"), any Governmental Entity, Entity except for (i) compliance with any applicable requirements of the Securities Act of 1933such Consents, as amended (the "Securities Act"), (ii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) certain state takeover, securities, "blue sky" and environmental statutes, (iv) such filings as may be required in connection with the taxes described in Section 15.12 (b), and (v) Consents the failure of which to obtain be made or make obtained, would not reasonably be expected to have a Delta Woodside Material Adverse Effectmaterial adverse effect on the ability of Parent or the Purchaser to timely consummate the transactions contemplated by this Agreement.