No Restrictions; Required Consents. The execution and delivery of this Agreement by such Purchaser does not, and the performance by such Purchaser of the transactions contemplated hereby will not, (i) in the case of a corporate Purchaser, conflict with such Purchaser's certificate of incorporation or by-laws, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which such Purchaser is a party or by which it is bound, or (iii) constitute a violation of any Law applicable to such Purchaser. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other party is required to be obtained or made by or with respect to such Purchaser in connection with the execution and delivery of this Agreement by such Purchaser or the consummation by such Purchaser of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Share Purchase Agreement (Esim LTD), Share Purchase Agreement (Esim LTD), Share Purchase Agreement (Esim LTD)
No Restrictions; Required Consents. The Following the receipt by the Company of the shareholders' approval referenced below, the execution and delivery of this Agreement by such Purchaser the Company does not, and the performance by such Purchaser the Company of the transactions contemplated hereby will not, (i) in the case of a corporate Purchaser, conflict with such Purchaserthe Company's certificate Memorandum of incorporation Association or by-lawsArticles of Association, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which such Purchaser the Company is a party or by which it any is bound, or (iii) constitute a violation of any Law domestic or foreign statute, law, ordinance, rule or regulation (the "Law") applicable to such Purchaserthe Company, in each case which would result in a material adverse effect on the Company and its Subsidiaries taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with with, any domestic or foreign court, government, governmental agency, authority, entity or instrumentality (a "Governmental Entity Entity") or other party (other than the shareholders of the Company) is required to be obtained or made by or with respect to such Purchaser the Company in connection with the Company's execution and delivery of this Agreement by such Purchaser or the consummation by such Purchaser the Company of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Share Purchase Agreement (Esim LTD), Share Purchase Agreement (Esim LTD)
No Restrictions; Required Consents. The execution and delivery of this Agreement by such the Purchaser does not, and the performance by such the Purchaser of the transactions contemplated hereby will not, (i) in the case of a corporate Purchaser, conflict with such the Purchaser's certificate of incorporation or by-laws, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which such the Purchaser is a party or by which it is bound, or (iii) constitute a violation of any Law applicable to such the Purchaser. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other party is required to be obtained or made by or with respect to such the Purchaser in connection with the execution and delivery of this Agreement by such the Purchaser or the consummation by such the Purchaser of the transactions contemplated hereby.
Appears in 1 contract
No Restrictions; Required Consents. The Following the receipt by the Company of the shareholders' approval referenced below, the execution and delivery of this Agreement by such Purchaser the Company does not, and the performance by such Purchaser the Company of the transactions contemplated hereby will not, (i) in the case of a corporate Purchaser, conflict with such Purchaserthe Company's certificate Memorandum of incorporation Association or by-lawsArticles of Association, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which such Purchaser the Company is a party or by which it any is bound, or (iii) constitute a violation of any Law domestic or foreign statute, law, ordinance, rule or regulation (the "LAW") applicable to such Purchaserthe Company, in each case which would result in a material adverse effect on the Company and its Subsidiaries taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Entity domestic or foreign court, government, governmental agency, authority, entity or instrumentality (a "GOVERNMENTAL ENTITY") or other party (other than the shareholders of the Company) is required to be obtained or made by or with respect to such Purchaser the Company in connection with the Company's execution and delivery of this Agreement by such Purchaser or the consummation by such Purchaser the Company of the transactions contemplated hereby.
Appears in 1 contract
Samples: Share Purchase Agreement (Esim LTD)
No Restrictions; Required Consents. The execution and delivery of this Agreement by such Purchaser does the LLC do not, and the performance by such Purchaser the LLC of the transactions contemplated hereby to be performed by the LLC will not, (i) in the case of a corporate Purchaser, conflict with such Purchaser's the certificate of incorporation formation or by-lawslimited liability company agreement of the LLC, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which such Purchaser the LLC is a party or by which it is any of its properties are bound, or (iii) constitute a violation of any Law applicable to such Purchaserthe LLC, or (iv) result in the creation of any lien upon any of its assets. No consent, approval, order or authorization of, or registration, declaration or filing with any with, a Governmental Entity or other party is required to be obtained or made by or with respect to such Purchaser the LLC in connection with the execution and delivery of this Agreement by such Purchaser the LLC or the consummation performance by such Purchaser the LLC of the transactions contemplated herebyhereby to be performed by it, except for such of the foregoing as are listed or described on Schedule 2.1(e).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Healthextras Inc)