Common use of No Consent, Violation or Conflict Clause in Contracts

No Consent, Violation or Conflict. Except as set forth in Schedule 5.4, the execution and delivery of the Transaction Documents by Buyer, the consummation by Buyer of the transactions contemplated thereby, and compliance by the Buyer with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s amended and restated articles of incorporation or bylaws; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer is a party or by which Buyer or its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s ability to consummate the transactions contemplated thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Life Clips, Inc.)

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No Consent, Violation or Conflict. Except as set forth in Schedule 5.4, the The execution and delivery of the Transaction Documents by Buyer, the consummation by each of Buyer and Parent of the transactions contemplated thereby, and compliance by the Buyer each with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer‘such party’s amended and restated articles of incorporation or bylawsOrganizational Documents; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer or Parent is a party or by which Buyer Buyer, Parent or its their respective properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s and Parent’s ability to consummate the transactions contemplated thereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Red Cat Holdings, Inc.)

No Consent, Violation or Conflict. Except as set forth in Schedule 5.4, the The execution and delivery of the Transaction Documents by Buyer, the consummation by Buyer of the transactions Transaction contemplated thereby, and compliance by the Buyer with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s amended and restated articles of incorporation documents or bylaws, as amended from time-to-time; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer is a party or by which Buyer or its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s ability to consummate the transactions Transaction contemplated thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sysorex, Inc.)

No Consent, Violation or Conflict. Except as set forth in Schedule 5.4, the The execution and delivery of this Agreement and the Transaction Documents Registration Rights Agreement by the Buyer, the consummation by the Buyer of the transactions contemplated therebyTransactions, and compliance by the Buyer with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of the Buyer’s amended and restated articles certificate of incorporation or bylaws; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which the Buyer is a party or by which the Buyer or its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s ability to consummate the transactions contemplated thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Foxo Technologies Inc.)

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No Consent, Violation or Conflict. Except as set forth in Schedule 5.4, the The execution and delivery of the Transaction Documents by BuyerBuyer and Parent, the consummation by Buyer and Parent of the transactions contemplated thereby, and compliance by the Buyer and the Parent with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s amended and restated articles of incorporation or bylawsParent’s Organizational Documents; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer and/or Parent is a party or by which Buyer and/or Parent or its their properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s and/or Parent’s ability to consummate the transactions contemplated thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Opko Health, Inc.)

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