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

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. Neither Except with respect to clause (c) below as would not, individually or in the aggregate, adversely affect, in any material respect, Buyer’s ability to execute, deliver or perform this Agreement or any other Transaction Document to which it is a party, or to timely consummate the Contemplated Transactions, neither the execution, delivery and performance of this Agreement or the Transaction Documents by Buyer or MergerSub Merger Sub nor their consummation of the Contemplated Transactions will, with or without notice or lapse of time or both: (a) require the consent, waiver, approval, order or authorization of, or filing withwith or notice to, any Governmental Authority, by or on behalf of Buyer or MergerSub Merger Sub or any other Subsidiaries of Buyer, other than: (i) required filings under the HSR Act; Act and (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) conflict with, result in a breach or violation of the Organizational Documents of Buyer and Merger Sub; (c) conflict with, result in a breach, violation or termination of, or right of termination termination, cancellation, modification, or acceleration of rights or obligations under, or require the consent of or notice to any third party Person under, or give rise to any obligation, liability or loss of any right or benefit or the imposition of a Lien (other than Permitted Liens) on any of the properties or 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 Merger Sub or any other Subsidiaries of Buyer under, any material Contractual Obligation or any Governmental Order to which such Person or any of its properties or assets 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, conflict with, 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 Merger Sub or any other Subsidiaries of Buyer, their business or any of their respective properties or assets are subject.

No Violation or Approval; Consents. Neither The board of managers of the Company has unanimously approved the entry by the Company into this Agreement, the other Transaction Documents to which the Company is a party, the Merger and other Contemplated Transactions. Except as set forth in Schedule 3.03 or, with respect to clauses (c) below, as would not, individually or in the aggregate, adversely affect, in any material respect, any of the Acquired Companies or the Company’s ability to execute, deliver or perform this Agreement or any other Transaction Documents to which it is a party, or to timely consummate the Contemplated Transactions, neither the authorization, execution, delivery and performance of this Agreement or the Transaction Documents by Buyer or MergerSub the Company nor their its consummation of the Contemplated Transactions will, with or without notice or lapse of time or both: (a) require the consent, waiver, approval, order or authorization of, filing with or filing withnotice to, any Governmental Authority, Authority by or on behalf of Buyer or MergerSub or any other Subsidiaries of Buyerthe Acquired Companies, 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) conflict with, result in a breach or a violation of the Organizational Documents of the Acquired Companies (assuming receipt of Member Approval); or (c) conflict with, result in a breach, violation or termination of, or right of termination termination, cancellation, modification or acceleration of rights or obligations under, or default under, require the consent of or notice to any third party Person under, or give rise to any obligation, liability or loss of any right or benefit or the imposition of a any Lien (other than Permitted Liens) on any of the properties or 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 Acquired Companies under, any material Contractual Obligation or any Governmental Order to which Person is any Acquired Company or any of its properties or assets are 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 AuthoritiesAuthorities identified in Section 3.03(a) above, conflict with, 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 any of the Acquired Companies, the Business or any other Subsidiaries of Buyer, their business properties or any of their respective assets are is subject.

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:will (with or without the lapse of time): (a) require the consent, waiver, approval, order or authorization of, or filing with, Approval of any Governmental Authority, by or on behalf of Buyer or MergerSub or any other Subsidiaries of BuyerMergerSub, other than: 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 DelawareDelaware and (iv) 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 Buyer or MergerSub to consummate the Contemplated Transactions; (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; orMergerSub; (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 material legal requirement applicable to Buyer or MergerSub; or (d) result in a breach or violation of, or constitute a default under, or give rise to a right of or result in termination, cancellation of, or accelerate the performance required by, or require any action by (including any Approval) or give rise to increased, additional or guaranteed rights to, any Person under, any of the terms, conditions or provisions of (i) any Contractual Obligation of Buyer or MergerSub, (ii) any Governmental Order to which Buyer or MergerSub is subject, or any other Subsidiaries (iii) the Organizational Documents of Buyer, their business Buyer or any of their respective assets are subjectMergerSub.