Common use of No Violation or Approval; Consents Clause in Contracts

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. Neither Except as set forth on Schedule 4.4, neither the execution and delivery by Buyer Seller of this Agreement nor the consummation by Buyer Seller of the Contemplated Transactions will: 5.3.14.4.1. 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; 5.3.24.4.2. result in a breach, violation or termination of, constitute a default or an Occurrence that, with or without notice or lapse of time or both, would constitute a default under, or acceleration of obligations under, or default under, or require the consent of any third party under, any Contract to which Buyer Seller is party or Governmental Order to which Buyer Seller 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 Seller to consummate the Contemplated Transactions in accordance with the terms hereof; 5.3.34.4.3. 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 BuyerSeller, except for any violation as would not reasonably be expected to prevent or materially impair or materially delay the ability of Buyer Seller to consummate the Contemplated Transactions in accordance with the terms hereof; 5.3.44.4.4. result in the creation or imposition of any Lien on any properties the Shares (other than restrictions on future transfers arising under the Securities Act and applicable state or assets of Buyerforeign securities Laws); or 5.3.54.4.5. result in a breach or violation of, or default under, the Organizational Documents of BuyerSeller.

No Violation or Approval; Consents. Neither Except as set forth in Schedule 4.4, neither the execution and delivery by Buyer the Seller of this Agreement nor the consummation by Buyer the Seller of the Contemplated Transactions will: 5.3.14.4.1. require the any material consent, waiver, approval, order or authorization of, or material filing with, any Governmental Authority, other than required consents, waivers, approvals, orders, authorizations or filings under that, if not obtained or made, would not reasonably be expected to prevent or materially impair or materially delay the HSR Act or any other antitrust or competition Lawsability of the Seller to consummate the Contemplated Transactions; 5.3.24.4.2. 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, or give rise to the imposition of a Lien on the Shares under, any Contract to which Buyer the Seller is party or Governmental Order to which Buyer the Seller is subject, except for such breaches, violations, terminations, accelerations, defaults defaults, consents or consents Liens as would not reasonably be expected to prevent or materially impair or materially delay the ability of such Buyer the Seller to consummate the Contemplated Transactions in accordance with the terms hereof;Transactions; or 5.3.34.4.3. 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 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 material default under, the Organizational Documents of Buyerthe Seller.

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. 4.3.1 require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act Act, and (b) consents, waivers, approvals, orders or any other antitrust authorizations that, if not obtained or competition Lawsmade, would not reasonably be expected to prevent or materially impair or materially delay the ability of Buyer to consummate the Contemplated Transactions; 5.3.2. 4.3.2 result in a breach, violation or termination of, or acceleration of obligations under, or default underunder (or an event which, with notice or lapse of time or both, would constitute a default), or require the consent of any third party under, any Contract to which Buyer is party or Governmental Order to which Buyer is subjectparty, 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 hereofTransactions; 5.3.3. 4.3.3 result in a violation in any material respect of any existing applicable Law, rule, regulation, judgment, order Legal Requirement or decree Governmental Order to which Buyer or any 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 Buyerits Affiliates is subject; or 5.3.5. 4.3.4 result in a breach or violation of, or default under, of the Organizational Documents of Buyer.

No Violation or Approval; Consents. Neither the execution and delivery by the Buyer of this Agreement nor the consummation by the Buyer of the Contemplated Transactions will: 5.3.1. require the material consent, waiver, approval, order or authorization of, or material filing with, any Governmental Authority, other than consents, waivers, approvals, orders, authorizations or filings required filings under by Buyer’s Charter documents and -27- lending agreements, as disclosed on Schedule 5.3, or that have been received or that, if not obtained or made, would not reasonably be expected to prevent or materially impair or materially delay the HSR Act or any other antitrust or competition Lawsability of the Buyer to consummate the Contemplated Transactions; 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 is party or Governmental Order to which the Buyer is subject, except for such breaches, violations, terminations, accelerations, defaults or consents that are disclosed on Schedule 5.3, that have been received or 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;Transactions; or 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 material default under, the Organizational Documents of the Buyer.

No Violation or Approval; Consents. Neither the execution and delivery by the Buyer of this Agreement nor the consummation by the Buyer of the Contemplated Transactions will: 5.3.1. require the material consent, waiver, approval, order or authorization of, or material filing with, any Governmental Authority, other than required filings under the HSR Act and other than consents, waivers, approvals, orders, authorizations or any other antitrust filings that, if not obtained or competition Lawsmade, would not reasonably be expected to prevent or materially impair or materially delay the ability of the Buyer to consummate the Contemplated Transactions; 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 is party or Governmental Order to which the 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;Transactions; or 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 material default under, the Organizational Documents of the Buyer.

No Violation or Approval; Consents. Neither the execution and delivery by Buyer the Buyers of this Agreement nor the consummation by Buyer the Buyers 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 required approvals and filings under applicable foreign antitrust and competition laws and other than consents, waivers, approvals, orders, authorizations or any other antitrust filings that, if not obtained or competition Lawsmade, would not reasonably be expected to prevent or materially impair or materially delay the ability of each of the Buyers to consummate the Contemplated Transactions; 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 a Buyer is a party or Governmental Order to which a 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 BuyerTransactions; or 5.3.55.3.3. result in a breach or violation of, or default under, the Organizational Documents of a Buyer.

No Violation or Approval; Consents. Neither the execution and delivery by the Buyer of this Agreement nor the consummation by the 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 and required approvals and filings under applicable non-U.S. antitrust and competition Legal Requirements and other than consents, waivers, approvals, orders, authorizations or any other antitrust filings that, if not obtained or competition Lawsmade, would not reasonably be expected to prevent or materially impair or materially delay the ability of the Buyer to consummate the Transactions; 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 the Buyer is party or Governmental Order to which the 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 the 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 BuyerTransactions; or 5.3.55.3.3. result in a breach or violation of, or default under, the Organizational Documents of the Buyer or any material Legal Requirement applicable to the Buyer.

No Violation or Approval; Consents. Neither the execution and delivery by the Buyer of this Agreement nor the consummation by the 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 and required approvals and filings under applicable non-U.S. antitrust and competition Legal Requirements and other than consents, waivers, approvals, orders, authorizations or any other antitrust filings that, if not obtained or competition Lawsmade, would not reasonably be expected to prevent or materially impair or materially delay the ability of the Buyer to consummate the Transactions; 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 the Buyer is party or Governmental Order Judgment to which the 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 the 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 BuyerTransactions; or 5.3.55.3.3. result in a breach or violation of, or default under, the Organizational Documents of the Buyer.