Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. (a) The execution, delivery and performance by each of the Sellers of this Agreement and each Transaction Document to which each Seller is a party and the consummation by each Seller of the transactions contemplated hereby and thereby (whether with notice, lapse of time or both) do not and will not (i) result in any violation of the applicable Organizational Documents of such Seller (ii) conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, any Contract to which such Seller is a party or by which it is bound or to which its properties are subject, (iii) violate any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Seller, and (iv) result in the creation or imposition of any Encumbrance (other than restrictions on future transfers arising under the Securities Act and applicable state securities Laws) on the Company Shares, except, in the case of the foregoing clauses (ii) – (iv), to the extent that such conflict, breach, default, violation, or Encumbrance would not, individually or in the aggregate, reasonably be expected to reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated hereby. (b) No authorization, Permit or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by any of the Sellers in connection with the execution, delivery and performance by such Seller of this Agreement or any other Transaction Document to which it is a party and the consummation by such Seller of the transactions contemplated hereby and thereby, except where the failure to obtain such authorization, Permit, approval or filing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated hereby.

No Defaults or Conflicts. (a) The Except for the Seller Shareholder Approval and assuming that all consents, approvals and authorizations contemplated by Section ‎4.2 have been obtained and all filings described therein have been made, the execution, delivery and performance by each of the Sellers Company of this Agreement and each Transaction Document to which each Seller it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby (whether with notice, lapse of time or both) do not and will not (i) do not result in any violation of the applicable Organizational Documents of such Seller the Company, (ii) except as set forth on Schedule ‎5.3(a), do not require the consent, notice or other action by any Person under, conflict with, or result in a violation or breach of any of the terms or provisions of, or constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which such Seller the Company is a party or by which it is bound any material Permit affecting the properties or to which its properties are subjectassets of the Company or the Business, (iii) do not violate in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Sellerthe Company, or the Business, and (iv) do not result in the creation or imposition of any Encumbrance (Encumbrance, other than restrictions Permitted Encumbrances, on future transfers arising under the Securities Act and applicable state securities Laws) on the Company Shares, except, in the case any properties or assets of the foregoing clauses (ii) – (iv), to the extent that such conflict, breach, default, violationCompany, or Encumbrance would not, individually or in the aggregate, reasonably be expected to reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated herebyBusiness. (b) No authorization, Permit or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by any of the Sellers Company in connection with the execution, delivery and performance by such Seller the Company of this Agreement or any other Transaction Document to which it is a party and the consummation by such Seller the Company of the transactions contemplated hereby and therebyhereby, except where other than such as have been obtained or made or which the failure to obtain such authorization, Permit, approval or filing would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on such the Seller’s ability to consummate the transactions contemplated hereby.

No Defaults or Conflicts. (a) The Except for the Seller Shareholder Approval and assuming that all consents, approvals and authorizations explicitly set forth in this Section ‎4.2 have been obtained and all filings described therein have been made, the execution, delivery and performance by each of the Sellers Seller of this Agreement and each Transaction Document to which each the Seller is a party and the consummation by each the Seller of the transactions contemplated hereby and thereby (whether with notice, lapse of time or bothi) do not and will not (i) result in require the consent, notice or other action by any violation of the applicable Organizational Documents of such Seller (ii) Person under, conflict with, or result in a violation or breach of any of the terms or provisions of, or constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any material Permit to which such the Seller is a party or by which it is bound or to which its properties are subjectparty, (iiiii) do not violate in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such the Seller, and (iviii) do not result in the creation or imposition of any Encumbrance (other than restrictions on future transfers arising under the Securities Act and applicable state securities Laws) on any properties or assets of the Company Shares, except, in the case of the foregoing clauses (ii) – (iv), to the extent that such conflict, breach, default, violation, or Encumbrance would not, individually or in the aggregate, reasonably be expected to reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated herebyInterests. (b) No authorization, Permit or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by any of the Sellers Seller in connection with the execution, delivery and performance by such the Seller of this Agreement or any other Transaction Document to which it is a party and the consummation by such the Seller of the transactions contemplated hereby and thereby, except where (i) the failure to obtain such authorizationfiling with the SEC of the proxy statement (“Proxy Statement”) in preliminary and definitive form; (ii) the filings required by the Exchange Act, Permitthe Securities Act and the rules and regulations of NYSE American; and (iii) the Permits, approval or filing would not, individually or notices and filings listed in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated herebySchedule ‎4.2(b).

No Defaults or Conflicts. (a) The execution, delivery and performance by each of the Sellers Company of this Agreement and each Transaction Document to which each Seller it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby (whether with notice, lapse of time or both) (i) do not and will not (i) result in any violation of the applicable certificate of incorporation or bylaws or other Organizational Documents of such Seller the Company, (ii) except as set forth on Section 4.3(a) of the Seller Disclosure Schedules, do not and will not require the consent, notice or other action by any Person under, conflict with, or result in a violation or breach of any of the terms or provisions of, constitute a default or an Occurrence that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which such Seller the Company is a party or by which it is bound any Permit affecting the properties, assets or to which its properties are subjectbusiness of the Company, (iii) do not and will not violate in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Sellerthe Company, and (iv) do not and will not result in the creation or imposition of any Encumbrance (other than restrictions Permitted Encumbrances on future transfers arising under any properties or assets of the Securities Act and applicable state securities Laws) on the Company SharesCompany, except, in the case cases of the foregoing clauses (ii) – (iv), to the extent that such conflict, breach, default, violation, or Encumbrance would not, individually or in the aggregate, reasonably be expected to reasonably be expected to have a material adverse effect on such Seller’s ability Material Adverse Effect to consummate the transactions contemplated herebyCompany. (b) No Except as set forth on Section 4.3(b) of the Seller Disclosure Schedules, no authorization, Permit or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by any of the Sellers Company in connection with the execution, delivery and performance by such Seller the Company of this Agreement or any other Transaction Document to which it is a party and the consummation by such Seller the Company of the transactions contemplated hereby and therebyhereby, except where the failure to obtain such authorization, Permit, approval or filing as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability Material Adverse Effect to consummate the transactions contemplated herebyCompany.

No Defaults or Conflicts. (a) The execution, delivery and performance by each of the Sellers Company of this Agreement and each Transaction Document to which each Seller it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby (whether with notice, lapse of time or both) (i) do not and will not (i) result in any violation of the applicable articles of incorporation or bylaws or other Organizational Documents of such Seller the Company or the Company Subsidiaries, (ii) except as set forth on Section 5.3(a) of the Seller Disclosure Schedules, do not and will not require the consent, notice or other action by any Person under, conflict with, or result in a violation or breach of any of the terms or provisions of, constitute a default or an Occurrence that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which such Seller the Company or any Company Subsidiary is a party or by which it is bound any Permit affecting the properties, assets or to which its properties are subjectbusiness of the Company or the Company Subsidiaries, (iii) do not and will not violate in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Sellerthe Company, and (iv) do not and will not result in the creation or imposition of any Encumbrance (other than restrictions Permitted Encumbrances on future transfers arising under the Securities Act and applicable state securities Laws) on any properties or assets of the Company Sharesor the Company Subsidiaries, except, in the case cases of the foregoing clauses (ii) – (iv), to the extent that such conflict, breach, default, violation, or Encumbrance would not, individually or in the aggregate, reasonably be expected to reasonably be expected to have a material adverse effect on such Seller’s ability Material Adverse Effect to consummate the transactions contemplated herebyCompany and the Company Subsidiaries, taken as a whole. (b) No authorization, Permit or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by the Company or any of the Sellers Company Subsidiary in connection with the execution, delivery and performance by such Seller the Company of this Agreement or any other Transaction Document to which it is a party and the consummation by such Seller the Company of the transactions contemplated hereby and therebyhereby, except where the failure to obtain such authorization, Permit, approval or filing as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability Material Adverse Effect to consummate the transactions contemplated herebyCompany and the Company Subsidiaries, taken as a whole.

No Defaults or Conflicts. (a) The execution, delivery and performance by each of the Sellers of this Agreement and each other Transaction Document to which each Seller Seller, Holdco or any of their respective Subsidiaries is or will be a party party, and the consummation by each Seller Seller, Holdco or such Subsidiaries of the transactions contemplated hereby and thereby (whether a) do not constitute a breach of, conflict with noticeor result in any violation of any of the Organizational Documents of Seller or Holdco, (b) except as set forth in Section 3.3 of the Seller Disclosure Letter, with or without notice or lapse of time or both) , do not and will not (i) result in any violation of the applicable Organizational Documents of such Seller (ii) conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination (or right of termination), cancellation, modification, creation or acceleration of any right under, require any consent or notice under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties, assets or rights of Seller, Holdco or any of their respective Subsidiaries under, any material Contract to which such Seller Seller, Holdco or any of their respective Subsidiaries is a party or by which it Seller, Holdco or any such Subsidiary is bound or to which its the properties of Seller, Holdco or any of their respective Subsidiaries are subject, subject and (iiic) do not violate any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Seller, and (iv) result in the creation Holdco, any of their respective Subsidiaries or imposition any of any Encumbrance (other than restrictions on future transfers arising under the Securities Act and applicable state securities Laws) on the Company Shares, their respective properties; except, in the each case of the foregoing clauses (iib) – and (iv)c) above, to the extent that such conflict, breach, default, violation, or Encumbrance as would not, individually or in the aggregate, reasonably be expected to reasonably be expected to have a material adverse effect on such Seller’s materially impair or delay the ability of Seller or Holdco to consummate the transactions contemplated herebyby this Agreement. References to Subsidiaries in this Section 3.3 shall not include the Company and its Subsidiaries. (b) No authorization, Permit or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by any of the Sellers in connection with the execution, delivery and performance by such Seller of this Agreement or any other Transaction Document to which it is a party and the consummation by such Seller of the transactions contemplated hereby and thereby, except where the failure to obtain such authorization, Permit, approval or filing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated hereby.