No Violation; Consents. The execution, delivery and performance of this Agreement or the other documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) will not violate any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the assets (including the Acquired Assets) of, Sellers or Shareholders or any of their Affiliates under, any term or provision of the charter, bylaws or similar organizational documents of such Sellers or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates is a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affected.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Triumph Bancorp, Inc.)
No Violation; Consents. The (a) Except for compliance with the Securities Exchange Act of 1934 (the "Exchange Act"), neither the execution, delivery and performance by RISCORP of this Agreement or Agreement, the other documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) will not violate any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements filing of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act Articles of 1976Merger with the Secretary of State for the State of Florida, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action consummation by or notice, declaration or application to or filing withRISCORP of the transactions contemplated hereby, nor expiration of compliance by RISCORP with any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Scheduleprovisions hereof, will not violate or will:
(i) violate, conflict with, or result in a breach of any provision of, constitute a default (or an event that, with notice or lapse of time, time or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in a right of termination or acceleration, or the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets (including of RISCORP, under any of the Acquired Assets) terms, conditions or provisions of, Sellers (x) RISCORP's Articles of Incorporation or Shareholders or any Bylaws, (y) the articles of their Affiliates underincorporation, any term or provision certificate of the charterincorporation, bylaws or any similar organizational documents of such Sellers or document of any Insurance Subsidiary, or (z) any note, bond, mortgage, indenture or Material Contract or restriction of any kind or character (including anything that would constitute and Assumed Liabilityas hereinafter defined) to which any Seller or Shareholder RISCORP or any of their Affiliates RISCORP Subsidiary is a party party, or by which RISCORP or any Seller RISCORP Subsidiary may be bound, or Shareholder to which RISCORP or any RISCORP Subsidiary or the properties or assets of any of them may be subject; or
(ii) subject to compliance with the statutes and regulations referred to in Section 3.4(b), violate any valid and enforceable judgment, ruling, order, award, writ, injunction, decree, or any statute, rule or regulation applicable to RISCORP or any RISCORP Subsidiary or any of their respective Affiliatesproperties or assets.
(b) Except for (i) compliance with the Exchange Act, assets (ii) notices, filings, authorizations, exemptions, consents or properties may be bound approvals, the failure of which to give or affectedobtain would not, individually or in the aggregate, have a Material Adverse Effect on RISCORP, (iii) the filing of the Articles of Merger with the Secretary of State of Florida, and (iv) the filing of the notices with or the consents obtained from the state insurance commissioners of Florida and Missouri or other regulatory authorities set forth in the RISCORP Disclosure Letter and the surrender of certificates of authority or insurance licenses in those states in which such surrender has not been accomplished prior to or at Closing, no notice to, filing with, authorization of, exemption by, or consent or approval of, any governmental authority or other regulatory body is necessary for the consummation by RISCORP of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Riscorp Inc), Merger Agreement (Riscorp Inc)
No Violation; Consents. The execution, execution and delivery and performance of this Agreement or and the other documents Transaction Documents by Purchaser do not, and instruments to be executed, delivered the consummation of the Transactions and performed compliance with the provisions hereof by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) Purchaser will not violate conflict with, or result in any Lawsviolation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Claim upon any of the properties or assets of the Purchaser or any of its Subsidiaries under any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable to Purchaser or any of its subsidiaries or (C) assuming the consents, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, any permitfederal, franchise state or local or other authorizationgovernmental law or ordinance, or any order, writ, injunction, judgmentdecree, plan rule or decree regulation of any court or other Governmental Authority applicable to the Purchaser, other than, in the case of clause (collectivelyB) or (C), “Orders”any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) of Governmental Entities, (b) except for applicable requirements impair the ability of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (Purchaser to perform its obligations under the “HSR Act”), will not require Agreement in any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law)material respect, or (cy) subject to obtaining delay in any material respect or prevent the consents, and providing the notices, described in Section 4.3 consummation of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the assets (including Transactions. No approval from any Governmental Authority is required by or with respect to the Acquired Assets) of, Sellers or Shareholders Purchaser or any of their Affiliates under, any term its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser or provision the consummation by the Purchaser of the charter, bylaws or similar organizational documents of such Sellers or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates is a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affectedTransactions.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Concho Resources Inc), Purchase Agreement (Concho Resources Inc)
No Violation; Consents. The execution(a) Provided that all authorizations, consents, approvals, exemptions and other actions described in Schedule 4.5 have been obtained or taken prior to the Effective Time, the execution and delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the other organizational documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including of the Other Transaction Documents) pursuant hereto (a) will not violate any Laws, any permit, franchise or other authorization, Parent or any Parent Subsidiary, (ii) assuming the governmental filings, approvals, consents and authorizations referred to in Section 4.5(b) are duly and timely made or obtained and that the Parent Stockholder Approval in accordance with the DGCL is duly obtained, violate or conflict with any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, writ, injunction, judgment, plan judgment or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order court or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law)competent authority, or (ciii) subject to obtaining the consentsresult in a breach of any provision of, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event thatwhich, with notice or lapse of time, time or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, result in a right of termination or will not acceleration under, require any offer to purchase or any prepayment of any debt or result in the creation of any Lien Liens upon any of the properties, or assets (including of the Acquired Assets) of, Sellers or Shareholders Parent or any of their Affiliates under, the Parent Subsidiaries under any term or provision of the charterterms, bylaws conditions or similar organizational documents of such Sellers or provisions of any Contract contract or restriction agreement or any bank loan, indenture or credit agreement, in each case to which the Parent or any Parent Subsidiary is a party, except, in the case of (ii) and (iii) above, for such violations, defaults, breaches, accelerations, or other occurrences that would not, individually or in the aggregate, have a Parent Material Adverse Effect.
(b) Except for (i) the filing and recordation of appropriate merger documents as required by the DGCL or applicable law of other states in which Parent or Merger Sub is qualified to do business, (ii) the applicable requirements of (A) the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities laws, and (B) the NASDAQ (in connection with the proposed listing as contemplated by Section 6.14), (iii) filings, notices, and approvals required by any Governmental Authority, including the FCC pursuant to the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 47 U.S.C. §§ 151. et. seq., as set forth on Schedule 4.5 and by the state public utility commissions or foreign regulatory authorities as set forth on Schedule 4.5, and (iv) such other authorizations, consents, approvals or filings the failure of which to obtain or make would not, individually or in the aggregate, have a Parent Material Adverse Effect or prevent or materially delay consummation of the Merger, or otherwise prevent Parent or Merger Sub from performing its obligations under this Agreement, no authorization, consent or approval of or filing with any Governmental Authority is required to be obtained or made by Parent or any Parent Subsidiary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the Merger. No authorization, consent or approval of any kind or character (including anything that would constitute and Assumed Liability) nongovernmental third party is required to which any Seller or Shareholder be obtained by Parent or any Parent Subsidiary for the execution and delivery by Parent or Merger Sub of their Affiliates is this Agreement or the consummation by Parent or Merger Sub of the Merger, except where failure to obtain such authorizations, consents or approvals would not prevent or materially delay the consummation of the Merger, or otherwise prevent Parent or Merger Sub from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affectedParent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Primus Telecommunications Group Inc), Merger Agreement (ARBINET Corp)
No Violation; Consents. The execution(a) Except as set forth on Section 2.4(a) of the Parent Disclosure Letter, the execution and delivery and performance of this Agreement by each of Parent and the Company does not, and the consummation by Parent and the Company of the transactions contemplated hereby will not (i) conflict with or violate the certificate of incorporation and bylaws of Parent or the other Company or the comparable organizational documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including of any of the Other Transaction Documents) pursuant hereto (a) will not violate any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental EntitiesCompany Subsidiaries, (bii) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976constitute a breach or violation of, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event thatwhich, with notice or lapse of time, time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of a any benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the properties or assets (including of the Acquired Assets) of, Sellers or Shareholders Company or any of their Affiliates the Company Subsidiaries under, any term indenture, mortgage, deed of trust, loan or provision of the chartercredit agreement, bylaws note, bond, lease or similar organizational documents of such Sellers other agreement, including any Company Material Contract, instrument or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) Permit to which any Seller or Shareholder Parent, the Company or any of their Affiliates Company Subsidiary is a party or by which any Seller or Shareholder of them or any of their respective Affiliates, assets or properties may be are bound or affectedsubject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company Subsidiaries or any of their properties, except, in the case of clause (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval or authorization of, or registration with, any Governmental Entity or any third party is required to be obtained or made by Parent or the Company for the execution and delivery by Parent and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Perma Fix Environmental Services Inc), Stock Purchase Agreement (Homeland Security Capital CORP)
No Violation; Consents. The execution(a) Provided that all authorizations, consents, approvals, exemptions and other actions described in Schedule 3.5 have been obtained or taken prior to the Effective Time, the execution and delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the other organizational documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including of the Other Transaction Documents) pursuant hereto (a) will not violate any Laws, any permit, franchise or other authorization, Company or any Company Subsidiary, (ii) assuming the governmental filings, approvals, consents and authorizations referred to in Section 3.5(b) are duly and timely made or obtained and that the Company Stockholder Approval in accordance with the DGCL is duly obtained, violate or conflict with any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, writ, injunction, judgment, plan judgment or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order court or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law)competent authority, or (ciii) subject to obtaining the consentsresult in a breach of any provision of, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event thatwhich, with notice or lapse of time, time or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, result in a right of termination or will not acceleration under, require any offer to purchase or any prepayment of any debt or result in the creation of any Lien liens, pledges, security interests, claims or encumbrances (“Liens”) upon any of the properties, or assets of the Company or any of the Company Subsidiaries under any of the terms, conditions or provisions of any contract or agreement or any bank loan, indenture or credit agreement, in each case to which the Company or any Company Subsidiary is a party, except, in the case of (ii) and (iii) above, for such violations, defaults, breaches, accelerations, or other occurrences that would not, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Except for (i) the filing and recordation of appropriate merger documents as required by the DGCL or applicable law of other states in which the Company is qualified to do business, (ii) the applicable requirements of (A) the Securities Act of 1933 (including the Acquired Assetsrules and regulations thereunder, the “Securities Act”), the Securities Exchange Act of 1934 (including the rules and regulations thereunder, the “Exchange Act”) ofand any other applicable U.S. state or federal securities laws, Sellers or Shareholders and (B) the NASDAQ, (iii) filings, notices, and approvals required by any Governmental Authority, including the U.S. Federal Communications Commission or any successor agency thereto (the “FCC”) pursuant to the Communications Act of their Affiliates under1934, any term as amended by the Telecommunications Act of 1996, 47 U.S.C. §§ 151. et. seq., as set forth on Schedule 3.5 and by the state public utility commissions or provision foreign regulatory authorities as set forth on Schedule 3.5, and (iv) such other authorizations, consents, approvals or filings the failure of which to obtain or make would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay consummation of the charterMerger, bylaws or similar organizational documents otherwise prevent the Company from performing its obligations under this Agreement, no authorization, consent or approval of such Sellers or filing with any Governmental Authority is required to be obtained or made by the Company or any Company Subsidiary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the Merger. No authorization, consent or approval of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) nongovernmental third party is required to which any Seller or Shareholder be obtained by the Company or any Company Subsidiary for the execution and delivery by the Company of their Affiliates is this Agreement or the consummation by the Company of the Merger, except where failure to obtain such authorizations, consents or approvals would not prevent or materially delay the consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affectedCompany Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (ARBINET Corp), Merger Agreement (Primus Telecommunications Group Inc)
No Violation; Consents. The Except as set forth in Schedule 3.5, the execution, delivery and performance by Holding and each of this Agreement or its Subsidiaries of each of the other documents Guarantee Documents to which each is a party and instruments to be executed, delivered compliance by Holding and performed each of its Subsidiaries party thereto with the terms thereof and the consummation of the transactions contemplated by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) Guarantee Documents will not violate (with or without due notice or lapse of time or both) (i) conflict with or result in a breach or violation of any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order terms or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict withprovisions of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in cause or give rise to the acceleration or increase of any benefits or any termination ofright, or accelerate the performance required by, or will not result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) upon any property or assets of the assets (including the Acquired Assets) of, Sellers or Shareholders Holding or any of their Affiliates underits Subsidiaries pursuant to, any term indenture, mortgage, deed of trust, loan agreement or provision of the charterother agreement or instrument, bylaws including any lease or similar organizational documents of such Sellers employment agreement, or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) Permit, to which any Seller or Shareholder Holding or any of their Affiliates its Subsidiaries is a party or by which Holding or any Seller of its Subsidiaries is bound or Shareholder to which any of the property or assets of Holding or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries or any of their respective Affiliatesproperties or assets; and no consent, assets approval, authorization or properties may be bound order of, or affectedfiling or registration with, or notification of, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and the consummation of the transactions contemplated by the Guarantee Documents.
Appears in 2 contracts
Samples: Guarantee Agreement (Morgan Stanley), Guarantee Agreement (Viatel Holding Bermuda LTD)
No Violation; Consents. (a) The execution, execution and delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby will not, (i) violate, breach or conflict with the other documents and instruments to be executedcertificate of incorporation, delivered and performed by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) will not violate any Lawsbylaws, any permitcertificate of formation, franchise limited liability company agreement, certificate of limited partnership, agreement of limited partnership or other authorizationorganizational documents, as applicable, of the Company or any Company Subsidiary; (ii) constitute a breach or violation of, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event that, with or without notice or lapse of time, time or both, would constitute such a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the assets (including the Acquired Assets) of, Sellers or Shareholders or any of their Affiliates under, any term indenture, mortgage, deed of trust, loan agreement, lease or provision of the charter, bylaws other agreement or similar organizational documents of such Sellers or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) instrument to which any Seller or Shareholder the Company or any of their Affiliates Company Subsidiary is a party or by which any Seller or Shareholder of them or any of their respective Affiliatesproperties or assets is bound; (iii) violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental authority having jurisdiction over the Company or any Company Subsidiary or any of their respective properties or assets (assuming that the consents and approvals referred to in Section 2.5(b) are duly and timely made or properties obtained and that, to the extent required by applicable law, the adoption of this Agreement by the affirmative vote of the Company stockholders is obtained); or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); except (A) in the case of clauses (ii), (iii) and (iv), for any such breaches, violations, defaults or liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of the Company Schedule), and that the termination of any such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effect.
(b) Except for (i) any application, filing or submission required to be made, or any consent, approval or authorization required to be obtained, under Title 49 of the United States Code or under any regulation, rule, order, notice or policy of the U.S. Federal Aviation Administration (the “FAA”), the U.S. Department of Transportation (the “DOT”), the U.S. Federal Communications Commission (the “FCC”), and the U.S. Department of Homeland Security (the “DHS”), including the U.S. Transportation Security Administration (the “TSA”) and the U.S. Customs and Border Protection (the “CBP”), (ii) any consent, approval, order, authorization, transfer, waiver, disclaimer, registration, declaration or filing required to be made with or obtained from any other governmental authority that regulates any aspect of airline operations or the airline business, including the environmental (e.g., noise, air emissions and water quality), aircraft, air traffic control, airport communication, agricultural, export/import, immigration and customs aspects, (iii) compliance with applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and any other applicable law analogous to the HSR Act or otherwise regulating antitrust, competition or merger control matters in foreign jurisdictions, (iv) compliance with any applicable requirements of (A) the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable U.S. state or federal securities laws and (B) the NYSE, (v) the filing or recordation of merger or other appropriate documents as required by the DGCL or applicable law of other states in which the Company is qualified to do business, (vi) any governmental authorizations, consents, approvals or filings necessary for transfers of permits and licenses, (vii) filings as may be bound required by any governmental authorities with respect to any matters relating to Taxes and (viii) such other authorizations, consents, approvals, registrations or affectedfilings the absence or omission of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no authorization, consent or approval of, or filing or registration with, any governmental authority is required to be obtained or made by the Company for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Expressjet Holdings Inc), Merger Agreement (Skywest Inc)
No Violation; Consents. (a) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby to be performed by the Company do not and will not (i) assuming that all consents, approvals, authorizations and other actions described in Section 2.4(b) have been obtained and all filings and obligations described in Section 2.4(b) have been made, conflict with, violate or contravene the applicable provisions of any Law of any court or any federal or state government or political subdivision thereof or any agency or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (a “Governmental Authority”) to or by which the Company or any of its Subsidiaries or any of its or their respective assets is bound, (ii) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default or give rise to an event of acceleration under, or give to others any right of termination, amendment or cancellation of, or give to others a right to require any payment to be made under, any contract, lease, license, permit, loan or credit agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it or any of its Subsidiaries is bound or to which any of their respective assets is subject, nor result in the creation or imposition of any Lien, security interest, charge or encumbrance of any kind upon any of the assets or capital stock of the Company or any of its Subsidiaries, or (iii) conflict with or violate any provision of the Organizational Documents of the Company or any of its Subsidiaries, except in the case of each of clauses (i) and (ii) above as would not have a Material Adverse Effect.
(b) No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority or other Person is required to be obtained or made by the Company for the execution, delivery and performance of this Agreement and the other Transaction Documents or the other documents consummation of any of the transactions contemplated hereby or thereby, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act and instruments state securities or “blue sky” laws, for any filings required to be executed, delivered made under the rules and performed by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) will not violate any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements regulations of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976NYSE MKT and the Toronto Stock Exchange and for the Stockholder Approval, as amended and (ii) where the “HSR Act”), will not require any authorization, failure to obtain such consent, approval, registration, exemption, license, permit, authorization or order or other action by to make such filing or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will registration would not violate or conflict with, or constitute have a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the assets (including the Acquired Assets) of, Sellers or Shareholders or any of their Affiliates under, any term or provision of the charter, bylaws or similar organizational documents of such Sellers or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates is a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affectedMaterial Adverse Effect.
Appears in 1 contract
Samples: Investment and Securities Purchase Agreement (General Moly, Inc)
No Violation; Consents. The executionExcept as set forth on Schedule 2.4, neither the execution and delivery and of this Agreement or the other Documents, the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other documents Documents and instruments such other agreements in compliance with the terms and conditions hereof and thereof by the Corporation will: (i) violate or result in any breach of any trust agreement, Articles of Incorporation, Bylaws, judgment, decree, order, statute or regulation applicable to be executedthe Corporation; (ii) violate or result in a breach, delivered and performed by Sellers and Shareholders (including default or termination or give rise to any right of termination, cancellation or acceleration of the Other Transaction Documents) pursuant hereto (a) will not violate maturity of any Lawspayment date of any of the material obligations of the Corporation or increase or otherwise affect the obligations of the Corporation under any law, rule, regulation or any judgment, decree, order, governmental permit, franchise license or order or any of the terms, conditions or provisions of any material mortgage, indenture, note, license, agreement or other authorizationinstrument or obligation related to (x) the Corporation or (y) the Corporation's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyer; (iii) violate any order, writ, injunction, judgmentdecree, plan statute, rule or decree regulation applicable to the Corporation; (collectively, “Orders”iv) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances or restrictions whatsoever (collectively, the "Claims") upon any the assets of the assets Corporation; or (including v) require the Acquired Assets) ofconsent, Sellers waiver, authorization or Shareholders approval of any federal, state or any of their Affiliates underlocal government or governmental department, any term agency, board, commission, bureau, instrumentality, or provision of the charterpublic or self regulatory body or authority, bylaws or similar organizational documents of such Sellers or of any Contract other Person, entity or restriction organization. The Corporation will give any required notices to third parties, and the Corporation will obtain any third party consents required to be obtained due to the consummation of any kind or character (including anything that would constitute and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates is a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affectedthe transactions contemplated hereby.
Appears in 1 contract
No Violation; Consents. The execution(a) Subject to receiving the consents or waivers referred to on Schedule 4.3(a) and the consents referred to in Section 4.3(b), the execution and delivery and performance by Sellers of this Agreement or and the other documents Transaction Documents to which each Seller is a party and instruments to be executed, delivered the consummation of the transactions contemplated hereby and performed by Sellers thereby do not and Shareholders (including the Other Transaction Documents) pursuant hereto (a) will not (i) violate any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the assets (including the Acquired Assets) of, Sellers or Shareholders or any of their Affiliates under, any term or provision of the chartercertificate of incorporation, bylaws bylaws, limited liability company agreement or other similar organizational documents of such any of the Sellers or any Transfer Group Company, (ii) conflict with, require the consent of a third party under, violate, require or accelerate the time of any Contract payment by any Transfer Group Company to any Person under, result in the breach of, constitute a default under, or restriction give rise to any right of acceleration, cancellation or termination of any kind material right or character (including anything that would constitute and Assumed Liability) obligation of Sellers or any Transfer Group Company under, any material agreement or other instrument to which any Seller or Shareholder or any of their Affiliates Transfer Group Company is a party or by which Sellers or any Seller or Shareholder Transfer Group Company or any of their respective Affiliatesproperties or assets are bound, assets (iii) subject to the entry of the Approval Order, violate any Order of any Governmental Authority to which Sellers or properties any Transfer Group Company is bound or subject, (iv) subject to the entry of the Approval Order, violate any Applicable Law or (v) except as provided in this Agreement, result in the imposition or creation of any Lien upon the Equity Interest, other than, in the case of clauses (ii) through (v), any conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation, termination or Lien that would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect.
(b) Except as set xxxxx xx Xxxxxule 4.3(b) and except for (i) any filings required under the HSR Act, (ii) such filings with, and Orders of, the FCC as may be bound required under the Communications Act and (iii) the entry of the Approval Order, the entry of the Bidding Procedures Order, no Order or affectedPermit issued by, or declaration or filing with, or notification to, or waiver from or consent from, any Governmental Authority is required on the part of Sellers in connection with the execution and delivery of this Agreement, or the compliance or performance by Sellers with any provision contained in this Agreement or the consummation of the transactions contemplated hereby, except for any such requirements, the failure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect.
Appears in 1 contract
No Violation; Consents. (a) The execution, execution and delivery and performance of this Agreement or by Parent and Merger Sub do not, and the other documents consummation by Parent and instruments to be executed, delivered and performed by Sellers and Shareholders (including Merger Sub of the Other Transaction Documents) pursuant hereto (a) transactions contemplated hereby will not (i) conflict with or violate any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entitiesthe Parent Governing Documents, (bii) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976constitute a breach or violation of, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event thatwhich, with notice or lapse of time, time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of a any benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the properties or assets (including the Acquired Assets) of, Sellers or Shareholders of Parent or any of their Affiliates its Subsidiaries under, any term indenture, mortgage, deed of trust, loan or provision of the chartercredit agreement, bylaws note, bond, lease or similar organizational documents of such Sellers other agreement, instrument or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) Permit to which any Seller or Shareholder Parent or any of their Affiliates its Subsidiaries is a party or by which any Seller or Shareholder of them or any of their respective Affiliates, assets or properties may be are bound or affectedsubject, (iii) (assuming that the consents and approvals referred to in Section 4.5(b) are duly and timely made or obtained) conflict with or violate any Law or any order, judgment, decree or injunction of any Governmental Entity directed to Parent or any of its Subsidiaries or any of their properties, except, in the case of clause (ii) or (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Except for (i) compliance with applicable requirements of the HSR Act and any other applicable Law analogous to the HSR Act or otherwise regulating antitrust, competition or merger control matters in foreign jurisdictions, (ii) compliance with any applicable requirements of (A) the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities laws and (B) the NYSE, (iii) filing or recordation of merger or other appropriate documents as required by Delaware Law or applicable Law of other states in which Parent is qualified to do business and (iv) such other authorizations, consents, approvals or filings the failure of which to obtain or make has not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required to be obtained or made by Parent and Merger Sub for the execution and delivery by Parent and Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated hereby.
Appears in 1 contract
No Violation; Consents. (a) The execution, execution and delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby will not (i) conflict with or violate the certificate of incorporation and bylaws of the Company or the other comparable organizational documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) will not violate of any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entitiesits Subsidiaries, (bii) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976constitute a breach or violation of, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event thatwhich, with notice or lapse of time, time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of a any benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the properties or assets (including of the Acquired Assets) of, Sellers or Shareholders Company or any of their Affiliates its Subsidiaries under, any term indenture, mortgage, deed of trust, loan or provision of the chartercredit agreement, bylaws note, bond, lease or similar organizational documents of such Sellers other agreement, including any Material Contract (as defined in Section 3.12(a)), instrument or of any Contract or restriction of any kind or character Permit (including anything that would constitute and Assumed Liabilityas defined in Section 3.6(b)) to which any Seller or Shareholder the Company or any of their Affiliates its Subsidiaries is a party or by which any Seller or Shareholder of them or any of their respective Affiliates, assets or properties may be are bound or affectedsubject, (iii) (assuming that the consents and approvals referred to in Section 3.5(b) are duly and timely made or obtained and that, to the extent required by applicable Law, the adoption of this Agreement by the Company Required Vote is obtained) conflict with or violate any Law or any order, judgment, decree or injunction of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to the Company or any of its Subsidiaries or any of their properties, except, in the case of clause (ii) or (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Except for (i) compliance with applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) and any other applicable Law analogous to the HSR Act or otherwise regulating antitrust, competition or merger control matters in foreign jurisdictions, (ii) compliance with any applicable requirements of (A) the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and (B) the NYSE (including the NYSE Amex), (iii) filing or recordation of merger or other appropriate documents as required by Delaware Law or applicable Law of other states in which the Company is qualified to do business and (iv) such other authorizations, consents, approvals or filings the failure of which to obtain or make has not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required to be obtained or made by the Company for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby.
Appears in 1 contract
No Violation; Consents. The execution, delivery and performance of this Agreement or the other documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the issuance of the Common Stock, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, will not (i) conflict with, violate or result in any breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien on or against any of the properties of the Company or any of its Subsidiaries pursuant to any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) violate any Lawsstatute, any permitlaw, franchise or other authorizationrule, or any orderregulation, writ, injunction, judgment, plan order or decree of any Governmental Entity, binding on the Company or any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (collectivelyi), “Orders”(ii) and (iii) conflicts, violations, breaches, defaults, rights of Governmental Entitiestermination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Material Adverse Effect.
(b) except Except for (i) applicable requirements requirements, if any, under Blue Sky Laws, (ii) the filing of additional listing applications with NASDAQ National Market, and (iii) the filing of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976Registration Statement and Warrant Registration Statement, as amended (the “HSR Act”), will not require any authorizationno filing, consent, approval, registration, exemption, license, permit, order authorization, notice, registration or other action by of or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of with any Governmental Entity (including under any “plant closing” is required to be made or similar Law), obtained by or (c) subject with respect to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the assets (including the Acquired Assets) of, Sellers or Shareholders Company or any of their Affiliates underits Subsidiaries in connection with the execution and delivery of this Agreement, any term or provision the Registration Rights Agreement and the Warrants, the issuance of the charter, bylaws Common Stock or similar organizational documents the consummation by the Company of such Sellers or of any Contract or restriction of any kind or character (including anything that would constitute the transactions contemplated hereby and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates is a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affectedthereby.
Appears in 1 contract
Samples: Structured Equity Line Flexible Financing Agreement (Cygnus Inc /De/)
No Violation; Consents. The Except as set forth in SCHEDULE 3.07, the execution, delivery and performance by the Company and each of this Agreement or its Subsidiaries of each of the other documents Transaction Documents to which each is a party, the issuance, authentication, sale and instruments to be executed, delivered delivery of the Notes and performed compliance by Sellers the Company and Shareholders (including each of its Subsidiaries party thereto with the Other terms thereof and the consummation of the transactions contemplated by the Transaction Documents) pursuant hereto (a) Documents will not violate (with or without due notice or lapse of time or both) (i) conflict with or result in a breach or violation of any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order terms or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict withprovisions of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in cause or give rise to the acceleration or increase of any benefits or any termination ofright, or accelerate the performance required by, or will not result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) upon any property or assets of the assets (including the Acquired Assets) of, Sellers or Shareholders Company or any of their Affiliates underits Subsidiaries pursuant to, any term indenture, mortgage, deed of trust, loan agreement or provision of the charterother agreement or instrument, bylaws including any lease or similar organizational documents of such Sellers employment agreement, or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) Permit, to which any Seller or Shareholder the Company or any of their Affiliates its Subsidiaries is a party or by which the Company or any Seller of its Subsidiaries is bound or Shareholder to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of the Company or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective Affiliatesproperties or assets; and no consent, assets approval, authorization or properties may be bound order of, or affectedfiling or registration with, or notification of, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Notes and compliance by the Company and each of its Subsidiaries with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents.
Appears in 1 contract
Samples: Investment and Note Purchase Agreement (Viatel Holding Bermuda LTD)
No Violation; Consents. The execution(a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in the following paragraph, neither the execution and delivery and performance by such Purchaser of this Agreement and the Registration Rights Agreement, nor the purchase by such Purchaser of the Preferred Stock nor the consummation by such Purchaser of the transactions contemplated hereby or thereby will (i) conflict with, violate or result in a breach of the agreement of limited partnership or other governing documents and instruments of such Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien on or against any of the properties of such Purchaser pursuant to, any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which such Purchaser is a party or by which it or any of its properties or assets may be executedbound, delivered and performed by Sellers and Shareholders or (including the Other Transaction Documentsiii) pursuant hereto (a) will not violate any Lawsstatute, any permitlaw, franchise or other authorizationrule, or any orderregulation, writ, injunction, judgment, plan order or decree of any Governmental Entity, binding on such Purchaser or any of its properties or assets, excluding from the foregoing clause (collectivelyii) violations, “Orders”) breaches and defaults that individually or in the aggregate, would not prevent or materially delay consummation of Governmental Entities, or justify recission of the transactions contemplated hereby.
(b) except Except for applicable requirements the filing of a Registration Statement for the resale of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976Common Stock contemplated by the Registration Rights Agreement, as amended (the “HSR Act”), will not require any authorizationno filing, consent, approval, registration, exemption, license, permit, order authorization, notice, registration or other action by of or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of with any Governmental Entity (including under any “plant closing” is required to be made or similar Law)obtained by or with respect to such Purchaser in connection with the execution and delivery of this Agreement and the Registration Rights Agreement, or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 purchase of the Seller Disclosure Schedule, will not violate Preferred Stock or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any consummation by such Purchaser of the assets (including the Acquired Assets) of, Sellers or Shareholders or any of their Affiliates under, any term or provision of the charter, bylaws or similar organizational documents of such Sellers or of any Contract or restriction of any kind or character (including anything that would constitute transactions contemplated hereby and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates is a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affectedthereby. 4.3.
Appears in 1 contract
Samples: Stock Subscription Agreement (Icn Pharmaceuticals Inc)
No Violation; Consents. The execution, (a) Neither the execution and delivery by Parent and performance Merger Sub of this Agreement and all agreements and documents contemplated hereby, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby in accordance with the other documents and instruments to be executedterms hereof or thereof, delivered and performed by Sellers and Shareholders will: (including i) conflict with or result in a breach of any provisions of the Other Transaction DocumentsArticles of Incorporation or Bylaws of Parent or Merger Sub; (ii) pursuant hereto (a) will not violate any Lawslaw, any permitstatute, franchise or other authorizationrule, or any order, writ, injunctionregulation, judgment, plan or decree applicable to Parent or Merger Sub (collectivelyiii) violate, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or result in a breach of any provision of, constitute a default (or an event thatwhich, with notice or lapse of time, time or both, would constitute a default) or loss of a benefit under, or will not result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, result in the triggering of any payment or will not other obligations pursuant to, result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the assets (including properties of Parent or Merger Sub under, or result in being declared void, voidable, or without further binding effect, any of the Acquired Assets) ofterms, Sellers conditions, or Shareholders provisions of any note, bond, mortgage, indenture, loan agreement, deed of trust, or any license, franchise, permit, lease, contract, agreement or other instrument, commitment, or obligation to which Parent or Merger Sub is a party, or by which Parent or Merger Sub or any of their Affiliates under, any term or provision of the charter, bylaws or similar organizational documents of such Sellers or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates properties is a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affected; or (iv) subject to compliance with the requirements set forth in Section 4.3(b), require any Consent of any Governmental Entity, except for any conflicts, violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) No Consent of any Governmental Entity is required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery and performance by Parent and Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business; (ii) the filing of the Company Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) such other Consents which if not obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
No Violation; Consents. The (i) Except as set forth on Schedule 3.1(f) of the Disclosure Letter, neither the execution, delivery and or performance by the Company of this Agreement or any of the other documents and instruments to be executedAncillary Agreements nor the consummation by the Company of the transactions contemplated hereby or thereby will: (A) violate, delivered and performed by Sellers and Shareholders conflict with or result in a breach of any provisions of the Certificate of Incorporation or By-Laws (including or comparable organizational documents) of the Other Transaction Documents) pursuant hereto (a) will not violate any Laws, any permit, franchise or other authorization, Company or any orderof its Subsidiaries; (B) violate, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or result in a breach of any provision of, constitute a default (or an event thatwhich, with notice or lapse of time, time or both, would constitute a default) or loss of a benefit under, or will not result in the termination or in a right of termination of, or accelerate the performance required byby or benefit obtainable under, result in the triggering of any payment or will not other obligations pursuant to, result in the creation of any Lien Encumbrance upon any of the properties or assets (including of the Acquired Assets) of, Sellers or Shareholders Company or any of their Affiliates its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any term or provision of the charterterms, bylaws conditions or similar organizational documents of such Sellers or provisions of any Contract note, bond, mortgage, indenture, deed of trust or restriction of any kind license, franchise, Permit, lease, contract, plan, agreement or character (including anything that would constitute and Assumed Liability) other instrument, commitment or obligation to which any Seller or Shareholder the Company or any of their Affiliates its Subsidiaries is a party or party, by which the Company or any Seller or Shareholder of its Subsidiaries or any of their respective Affiliatesproperties is bound, or under which the Company or any of its Subsidiaries or any of their respective properties is entitled to a benefit (each of the foregoing, to the extent the same have any continuing force or effect, a "CONTRACT" and collectively, "CONTRACTS"), except for any of the foregoing matters which, individually or in the aggregate, would not have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby (a "MATERIAL DELAYING EFFECT"); or (C) violate any Laws applicable to the Company, any of its Subsidiaries or any of their respective assets or properties may properties, except for violations which, individually or in the aggregate, would not have a Material Adverse Effect.
(ii) Except as set forth on Schedule 3.1(f) of the Disclosure Letter, and other than the filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), xxx Xxxxxxxxxx Xxchange Act of 1934, as amended (xxxxxxxx xxxx xxx xules and regulations promulgated thereunder, the "EXCHANGE ACT"), the Securities Act of 1933, as amended (with respect to the Registration Statement) or filings in connection with the maintenance of qualification to do business in other jurisdictions (the filings disclosed in the Disclosure Letter relating to this clause (ii), the other filings referred to in this clause (ii) and the Other Antitrust Filings and Consents required or permitted to be bound made or affectedobtained, collectively, the "REGULATORY FILINGS"), neither the execution, delivery or performance by the Company of this Agreement or any of the Ancillary Agreements nor the consummation by the Company of the transactions contemplated hereby or thereby will require any consent, approval or authorization of, or declaration, filing or registration with, (A) any Governmental Entity, including any such consent, approval, authorization, declaration, filing or registration under any Laws of any foreign jurisdiction relating to antitrust matters or competition ("FOREIGN ANTITRUST LAWS"), (B) any other Law of any foreign jurisdiction, or (C) any other Person, except for those consents, approvals, authorizations, declarations, filings or registrations the failure of which to obtain or make, individually or in the aggregate, would not have a Material Adverse Effect or a Material Delaying Effect.
Appears in 1 contract
Samples: Merger Agreement (Firstcom Corp)
No Violation; Consents. The execution, delivery and performance of this Agreement or the other documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the issuance of the Common Stock, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, will not (i) conflict with, violate or result in any breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien on or against any of the properties of the Company or any of its Subsidiaries pursuant to any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) violate any Lawsstatute, any permitlaw, franchise or other authorizationrule, or any orderregulation, writ, injunction, judgment, plan order or decree of any Governmental Entity, binding on the Company or any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (collectivelyi), “Orders”(ii) and (iii) conflicts, violations, breaches, defaults, rights of Governmental Entitiestermination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Material Adverse Effect.
(b) except Except for (i) applicable requirements requirements, if any, under Blue Sky Laws, (ii) the filing of additional listing applications with NASDAQ, and (iii) the filing of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976Registration Statement and Warrant Registration Statement, as amended (the “HSR Act”), will not require any authorizationno filing, consent, approval, registration, exemption, license, permit, order authorization, notice, registration or other action by of or notice, declaration or application to or filing with, nor expiration of any statutory waiting period of with any Governmental Entity (including under any “plant closing” is required to be made or similar Law), obtained by or (c) subject with respect to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the assets (including the Acquired Assets) of, Sellers or Shareholders Company or any of their Affiliates underits Subsidiaries in connection with the execution and delivery of this Agreement, any term or provision the Registration Rights Agreement and the Warrants, the issuance of the charter, bylaws Common Stock or similar organizational documents the consummation by the Company of such Sellers or of any Contract or restriction of any kind or character (including anything that would constitute the transactions contemplated hereby and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates is a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affectedthereby.
Appears in 1 contract
Samples: Structured Equity Line Flexible Financing Agreement (Cygnus Inc /De/)
