No Violation or Approval; Consents. Neither the execution and delivery by Buyer of this Agreement nor the consummation by Buyer of the Contemplated Transactions will:
5.3.1. require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than required filings under the HSR Act or any other antitrust or competition Laws;
5.3.2. result in a breach, violation or termination of, or acceleration of obligations under, or default under, or require the consent of any third party under, any Contract to which Buyer is party or Governmental Order to which Buyer is subject, except for such breaches, violations, terminations, accelerations, defaults or consents as would not reasonably be expected to prevent or materially impair or materially delay the ability of such Buyer to consummate the Contemplated Transactions in accordance with the terms hereof;
5.3.3. result in a violation in any material respect of any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over Buyer, except for any violation as would not reasonably be expected to prevent or materially impair or materially delay the ability of Buyer to consummate the Contemplated Transactions in accordance with the terms hereof;
5.3.4. result in the creation or imposition of any Lien on any properties or assets of Buyer; or
5.3.5. result in a breach or violation of, or default under, the Organizational Documents of Buyer.
No Violation or Approval; Consents. Except as set forth on Schedule 3.4 and assuming the taking of each action (including the obtaining of each necessary consent, authorization or approval) or the making of all necessary filings with Governmental Authorities as set forth on Schedule 3.4, neither the execution and delivery of this Agreement by the Company nor its consummation of the Contemplated Transactions in accordance with this Agreement will (whether by notice, lapse of time, or both):
3.4.1. require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act or any other antitrust or competition Laws and (b) other consents, waivers, approvals, orders, authorizations or filings with, any Governmental Authority that, if not obtained or made would not have, or would not reasonably be expected to have a material impact on the operations of the Group Companies;
3.4.2. (a) result in a material breach, violation or termination of, or acceleration of rights or obligations under, or material default under, or require notice to or the consent of any third party under, any Material Contract, or (b) violate any Governmental Order to which any Group Company is subject, except, in the case of (b) as would not have, and would not reasonably be expected to have, a material impact on the operations of the Group Companies;
3.4.3. result in a violation in any material respect of any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Group Companies;
3.4.4. result in the creation or imposition of any Lien (other than Permitted Liens) on any properties or assets of any Group Company; or
3.4.5. result in a breach or violation of, or default under, the Organizational Documents of any Group Company.
No Violation or Approval; Consents. Except as set forth in Schedule 3.4, neither the execution and delivery of this Agreement by the Company nor its consummation of the Contemplated Transactions will:
3.4.1. require any consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act and the expiration or termination of any applicable waiting period thereunder and (b) the consents set forth in Schedule 3.4;
3.4.2. result in a material breach, violation or termination of, or acceleration of obligations under, or material default under, or require the consent of any third party under any Material Contract to which an Acquired Company is party or any Governmental Order to which an Acquired Company is subject;
3.4.3. give rise to the imposition of any Lien (other than a Permitted Lien) on any of the assets or properties of any of the Acquired Companies; or
3.4.4. result in a breach or violation of, or default under, the Organizational Documents of the Company or any Subsidiary of the Company.
No Violation or Approval; Consents. Neither the execution and delivery by Investor of this Agreement or the Ancillary Agreements nor the consummation of the Contemplated Transactions will:
5.3.1 require any consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act and (b) consents, waivers, approvals, orders, authorizations or filings that, if not obtained or made, would not, in the aggregate, reasonably be expected to prevent or materially impair the ability of Investor to either (i) timely consummate the Contemplated Transactions or (ii) perform its obligations under this Agreement or any Ancillary Agreement;
5.3.2 except as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or violation of, or default under, or acceleration of the time for performance of any obligations under, or require the consent of any third party under, any Contract to which Investor is party; or
5.3.3 except as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or violation of any Law or Governmental Order to which Investor or any of its Affiliates is subject; or
5.3.4 result in a breach or violation of the Organizational Documents of Investor.
No Violation or Approval; Consents. Neither the execution, delivery and performance of this Agreement or the Transaction Documents by Buyer or MergerSub nor their consummation of the Contemplated Transactions will:
(a) require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, by or on behalf of Buyer or MergerSub or any other Subsidiaries of Buyer, other than: (i) required filings under the HSR Act; (ii) required approvals and filings under applicable foreign antitrust and competition laws; and (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware;
(b) result in a breach, violation or termination of, or right of termination or acceleration of rights or obligations under, or require the consent of any third party under, or give rise to the imposition of a Lien (other than Permitted Liens) on any of the assets of Buyer or MergerSub or any other Subsidiaries of Buyer under the Organizational Documents of such Person; or
(c) result in a breach, violation or termination of, or right of termination or acceleration of rights or obligations under, or require the consent of any third party under, or give rise to the imposition of a Lien (other than Permitted Liens) on any of the assets of Buyer or MergerSub or any other Subsidiaries of Buyer under, any material Contractual Obligation or any Governmental Order to which Person is subject; or
(d) assuming the taking of each action by (including the obtaining of each necessary authorization, consent or approval), or in respect of, and the making of all necessary filings with, Governmental Authorities, result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute default) under, any Applicable Laws to which Buyer or MergerSub or any other Subsidiaries of Buyer, their business or any of their respective assets are subject.
No Violation or Approval; Consents. Except as set forth in Schedule 4.3, neither the execution and delivery by such Seller of this Agreement nor the consummation by such Seller of the Contemplated Transactions will:
4.3.1. require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than required filings under the HSR Act and required approvals and filings under applicable foreign antitrust and competition laws and other than consents, waivers, approvals, orders, authorizations or filings that, if not obtained or made, would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller to consummate the Contemplated Transactions;
4.3.2. result in a breach, violation or termination of, or acceleration of obligations under, or default under, or require the consent of any third party under, or give rise to the imposition of a Lien (other than a Permitted Lien) on the Shares owned by such Seller under, any Contract to which such Seller is party or Governmental Order to which such Seller is subject, except for such breaches, violations, terminations, accelerations, defaults, consents or Liens as would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller to consummate the Contemplated Transactions; or
4.3.3. to the extent that such Seller is not a natural person, result in a breach or violation of, or default under, the Organizational Documents of such Seller.
No Violation or Approval; Consents. Neither the execution and delivery by the Buyer or SLH of this Agreement or any of the Ancillary Agreements to which it is required to be a party nor the consummation of the Contemplated Transactions will: 5.
No Violation or Approval; Consents. 2Neither the execution and delivery by either the Buyer or Parent of this Agreement nor the consummation by the Buyer or Parent of the Contemplated Transactions will:
5.3.1. require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than required filings under the HSR Act and the expiration or termination of any applicable waiting period thereunder;
5.3.2. result in a material breach, violation or termination of, or acceleration of obligations under, or material default under, or require the consent of any third party under, any material Contract to which the Buyer or Parent is party or any Governmental Order to which the Buyer or Parent is subject; or
5.3.3. result in a breach or violation of, or default under, the Organizational Documents of the Buyer or Parent.
No Violation or Approval; Consents. 4.5.1 Except as set forth in Schedule 4.5.1, the execution, delivery and performance of this Agreement and the Company Ancillary Agreements by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not, (1) conflict with, or result in any violation or breach of, any provision of the Company Charter Documents or the Subsidiary Charter Documents, (2) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent, notice or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien (other than Permitted Liens) on any Target Companies’ assets under, any of the terms, conditions or provisions of any Company Material Contract, or (3) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to any Target Company or any Target Company’s properties or assets, which permit (or permits) is (or are), individually (or collectively), material to the business, assets, condition (financial or other) or operations of the Target Companies, taken as a whole.
4.5.2 No material consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to any Target Company in connection with the execution and delivery of this Agreement and the Company Ancillary Agreements by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for (1) the pre merger notification requirements under the HSR Act, (2) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, and (3) approval of or notice to the state insurance regulatory authorities set forth on Schedule 4.5.2.
No Violation or Approval; Consents. Neither the execution and delivery by the Buyer of this Agreement or the other Buyer Documents nor the consummation by the Buyer of the transactions contemplated hereby or thereby, nor compliance by the Buyer with any of the provisions hereof or thereof will:
(a) require the consent, waiver, approval, Order or authorization of, or filing with, any Governmental Body, other than (i) required filings under the HSR Act, (ii) filing notice of change of ownership of any laboratories with the Centers for Medicare and Medicaid Services and any state regulator where any laboratory of the Company is registered, or any other similar Governmental Body and (iii) any such consent, waiver, approval, Order, authorization or filing that, if not obtained or made, would not reasonably be expected to prevent or materially impair the ability of the Buyer to consummate the transactions contemplated to be consummated at Closing by this Agreement or any Buyer Document;
(b) result in a breach, violation or termination of, or acceleration of obligations under, or loss of a material benefit under, or default under, or require the consent of any third party under, any Contract to which the Buyer is party, except for such breaches, violations, terminations, accelerations, defaults or consents as would not reasonably be expected to prevent or materially impair or materially delay the ability of the Buyer to consummate the transactions contemplated to be consummated at Closing by this Agreement or any Buyer Document;
(c) result in a violation of any applicable material Legal Requirement, Permit or Order to which the Buyer or any of its Affiliates is subject, except as would not reasonably be expected to prevent or materially impair the ability of the Buyer to consummate the transactions contemplated to be consummated at Closing by this Agreement or any Buyer Document; or Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(d) result in a material breach or violation of the Organizational Documents of the Buyer.
