No Violation of Existing Agreements or Laws. None of the Company or any of its Significant Subsidiaries is (A) in violation of its respective Charter Documents, (B) in default (or, with the giving of notice or lapse of time, would be in default) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or by which it may be bound, or to which any of its property or assets is or may be subject (collectively, “Agreements”) or (C) in violation or default of any provision of applicable law or regulation (including, without limitation, any applicable law or regulation regarding money laundering or banking practices, any law or regulation promulgated by the United States Treasury Office of Foreign Assets Control, all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 or any Indian law limiting foreign ownership of the Company), or any judgment, order or decree of any court or governmental, administrative or regulatory agency or body or stock exchange authority having jurisdiction over it or any of its assets, as applicable, except where such violation or default under (B) or (C) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
No Violation of Existing Agreements or Laws. Except as disclosed in Item 3.4, neither the execution and delivery of this Agreement or any of the Ancillary Agreements, nor the consummation of the transactions provided for herein or therein, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (a) any provision of the Articles of Incorporation or Bylaws of the Company, as currently in effect, (b) any instrument or contract to which the Company or Shareholders are a party or by which the Company or Shareholders are bound or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to Shareholders, the Company or any Subsidiary or their respective assets or properties, other than, with respect to (a), (b) and (c), any such conflict, termination, breach or violation that would not have a Material Adverse Effect on the Company. The consummation of the transactions contemplated herein and succession by Acquirer as the sole shareholder of the Company will not require the consent of any third party, except as disclosed in Item 3.4.
No Violation of Existing Agreements or Laws. Except as disclosed in Item 2.5, neither the execution and delivery of this Agreement or any Target Ancillary Agreement, nor the consummation of the transactions provided for herein or therein, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (a) any provision of the Articles of Incorporation or Bylaws of Target, as currently in effect, (b) any instrument or contract to which Target or is a party or by which Target is bound or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to Target or any Subsidiary or their respective assets or properties, other than, with respect to (a), (b) and (c), any such conflict, termination, breach or violation that would not have a Material Adverse Effect on Target. The consummation of the Merger and succession by the Surviving Corporation to all rights, licenses, franchises, leases and agreements of Target in and of itself will not require the consent of any third party, except as disclosed in Item 2.5.
No Violation of Existing Agreements or Laws. None of the Company or any Significant Subsidiary is (A) in violation of its respective Charter Documents, (B) in default (or, with the giving of notice or lapse of time, would be in default) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or by which it may be bound, or to which any of its property or assets is or may be subject (collectively, "AGREEMENTS"), except as disclosed in each of the Time of Sale Prospectus, the Prospectus and the Japanese Disclosure Documents, or (C) in violation or default of any provision of applicable law or regulation (including, without limitation, any applicable law or regulation regarding money laundering or corruption or economic sanctions), all applicable provisions of the Sarbanes-Oxley Act of 2002 or any Indian law or regulation relatixx xx xxx xxxxr and sale of the Shares and ADSs, or any judgment, order or decree of any court or governmental, administrative or regulatory agency or body or stock exchange authority having jurisdiction over it or any of its assets, as applicable, except where such violation or default under clause (B) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
No Violation of Existing Agreements or Laws. Except as disclosed ------------------------------------------- in Item 2.5, neither the execution and delivery of this Agreement or any Target -------- Ancillary Agreement, nor the consummation of the transactions provided for herein or therein, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (a) any provision of the Articles of Incorporation or Bylaws of Target, as currently in effect, (b) any instrument or contract to which Target or is a party or by which Target is bound or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to Target or any Subsidiary or their respective assets or properties, other than, with respect to (a), (b) and (c), any such conflict, termination, breach or violation that would not have a Material Adverse Effect on Target. The consummation of the Merger and succession by the Surviving Corporation to all rights, licenses, franchises, leases and agreements of Target in and of itself will not require the consent of any third party, except as disclosed in Item 2.5. --------
No Violation of Existing Agreements or Laws. Except as otherwise disclosed in the General Disclosure Package, neither the Company nor the Subsidiary is in breach or violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its certificate of incorporation, articles of association or memorandum of association (collectively, the “Charter Documents”), or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (C) any local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the New York Stock Exchange (“NYSE”), the Bombay Stock Exchange Limited and The National Stock Exchange of India Limited (together with the Bombay Stock Exchange Limited, the “Indian Stock Exchanges”)), or (E) any decree, judgment or order applicable to it or any of its properties (except, in the case of clauses B, C, D and E, for such breaches, violations or defaults that would not result in a Material Adverse Effect).
No Violation of Existing Agreements or Laws. Neither the execution and delivery of this Agreement or any Ancillary Agreement, nor the consummation of the transactions provided for herein or therein, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (a) any provision of the Articles of Incorporation or Bylaws of Seller, as currently in effect, (b) any instrument or contract to which Seller or is a party or by which Seller is bound or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to Seller or any subsidiary or their respective assets or properties. Seller is not a party to, or otherwise subject to any provision contained in, any instrument evidencing indebtedness, any agreement relating thereto or any other contract or agreement (including its Articles of Incorporation) which materially restricts or otherwise limits Seller's power or authority to transfer the Purchased Assets.
No Violation of Existing Agreements or Laws. Except as disclosed in Item 2.5, neither the execution and delivery of this Agreement or any Target Ancillary Agreement, nor the consummation of the transactions provided for herein or therein (including the effectiveness of the Merger), will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (or as to clause (b) below give any party a right to terminate or adversely modify)
(a) any provision of the Articles of Incorporation or Bylaws of Target, as currently in effect, (b) any instrument or contract to which Target or any subsidiary is a party or by which Target or any subsidiary is bound or (c) subject to the matters referred to in Section 2.2.2, any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to Target or its assets or properties, except, in the case of clause (c), for such matters as would not have a Material Adverse Effect on Target. The consummation of the Merger and succession by the Surviving Corporation to all material rights, licenses, franchises, leases and agreements of Target in and of itself will not require the consent of any third party, except as disclosed in Item 2.5.
No Violation of Existing Agreements or Laws. Neither the execution and delivery of this Agreement or any of the Ancillary Agreements, nor the consummation of the transactions provided for herein or therein, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (a) any provision of the constitution of the Company, as currently in effect, (b) any instrument or contract to which the Company or Shareholder is a party or by which the Company or Shareholder is bound or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to Shareholder, the Company or any Subsidiary or their respective assets or properties, other than, with respect to (a), (b) and (c), any such conflict, termination, breach or violation that would not have a Material Adverse Effect on the Company. The consummation of the transactions contemplated herein and succession by Acquirer as the sole shareholder of the Company will not require the consent of any third party.
No Violation of Existing Agreements or Laws. None of the Company or any Significant Subsidiary is (A) in violation of its respective Charter Documents (B) in default (or, with the giving of notice or lapse of time, would be in default) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or by which it may be bound, or to which any of its property or assets is or may be subject or (C) in violation or default of any provision of applicable law or regulation (including, without limitation, any applicable law or regulation regarding money laundering or banking practices, any law or regulation promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), all applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 or any Indian law limiting foreign ownership of the Company), or any judgment, order or decree of any court or governmental, administrative or regulatory agency or body or stock exchange authority having jurisdiction over it or any of its assets, as applicable, except where such violation or default under clause (B) above would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
