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

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Healthsouth Corp), Stock Purchase Agreement (Healthsouth Corp)

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No Violation or Approval; Consents. Except as set forth in Schedule 3.4, neither Neither the execution and delivery by such Seller of this Agreement nor the consummation by the Company nor its consummation such Seller of the Contemplated Transactions will: 3.4.14.4.1. require any material consent, waiver, approval, order or authorization of, or material 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 3.44.4; 3.4.24.4.2. 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 any Material Contract to which an Acquired Company such Seller is party or any Governmental Order to which an Acquired Company such Seller is subject; 3.4.34.4.3. 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 CompaniesSecurities owned by such Seller; or 3.4.44.4.4. in the case of a Seller that is not an individual, result in a breach or violation of, or default under, the Organizational Documents of the Company or any Subsidiary of the Companysuch Seller.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Healthsouth Corp), Stock Purchase Agreement (Healthsouth Corp)

No Violation or Approval; Consents. Except as set forth in Schedule 3.44.4, neither the execution and delivery of this Agreement by the Company Seller nor its consummation of the Contemplated Transactions will: 3.4.14.4.1. require any the 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 required approvals and filings under applicable waiting period thereunder non-U.S. antitrust and (b) the consents set forth in Schedule 3.4competition laws; 3.4.24.4.2. except as would not reasonably be expected to have a Material Adverse Effect, 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 under, or any Governmental Order to which an Acquired Company is subject; 3.4.3. give rise to the imposition of any a Lien (other than a Permitted Lien) on any of the assets or properties of the Seller under, any of Material Contract to which the Acquired CompaniesSeller is a party or Governmental Order to which the Seller is subject; or 3.4.44.4.3. result in a breach or violation of, or default under, the Organizational Documents of the Company Seller or any Subsidiary of material Legal Requirement applicable to the CompanySeller.

Appears in 1 contract

Samples: Securities Purchase Agreement (Carlisle Companies Inc)

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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 the 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 required approvals and filings under applicable waiting period thereunder non-U.S. antitrust and (b) the consents set forth in Schedule 3.4competition laws; 3.4.2. except as would not reasonably be expected to have a Material Adverse Effect, 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 under, or any Governmental Order to which an Acquired Company is subject; 3.4.3. give rise to the imposition of any a Lien (other than a Permitted Lien) on any of the assets or properties of any of the Acquired CompaniesCompanies under, any Material Contract to which any Acquired Company is a party or Governmental Order to which the Company is subject; or 3.4.43.4.3. result in a breach or violation of, or default under, the Organizational Documents of the Company or any Subsidiary of the material Legal Requirement applicable to an Acquired Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Carlisle Companies Inc)

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