Common use of No Violation or Approval Clause in Contracts

No Violation or Approval. [Except as set forth on Schedule 3.2,] the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not result in a breach or violation of, or a default under, Seller's Certificate of Incorporation, bylaws, any statute applicable to it, any agreement to which it is a party or by which it or any of its properties are bound, or any order, judgment, decree, rule or regulation of any court or any governmental agency or body having jurisdiction over it or its properties except for such breaches, violations or defaults as could not individually or in the aggregate reasonably be expected to have a material adverse effect on the business, prospects, operations, assets or financial condition of the Business or the ability of Seller to consummate the transactions contemplated hereby (each, a "Material Adverse Effect"). Except as set forth on Schedule 3.2, no consent, approval, order or authorization of, or declaration or filing with, any governmental authority or entity or, to Seller's knowledge, any other party is required of, and has not been obtained or made by, Seller in connection with the execution and delivery of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, order or authorization, or to make such declaration or filing, could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

No Violation or Approval. [Except as set forth on Schedule 3.2,] the The execution, delivery delivery, and performance of this Agreement and the other Transaction Documents to which it will be a party and the consummation of the transactions contemplated hereby and thereby will not result in a breach or violation of, or a default under, (i) the Seller's ’s Certificate of Incorporation, bylaws, any shareholder agreements or (ii) any statute applicable to it, any agreement to which it is a party or by which it or any of its properties are bound, or (iii) any order, judgment, decree, rule rule, or regulation of any court or any governmental agency or body having jurisdiction over it or its properties properties, except for in the case of each of clauses (ii) and (iii), such breachesas would not, violations or defaults as could not individually or in the aggregate aggregate, have or reasonably be expected to have result in a material adverse effect on any of (A) the business, prospectsproperties, assets, operations, assets results of operations or financial condition of Seller, taken as a whole, or (B) the Business authority or the ability of Seller to consummate the transactions contemplated hereby perform its obligations under this Agreement (each, a "“Seller Material Adverse Effect"”). Except as set forth Other than filings to be made on Schedule 3.2or after the Closing Date in connection with the Closing, no consent, approval, order order, or authorization of, or declaration or filing with, any governmental authority or entity or, to Seller's knowledge, any other party is required of, and has not been obtained or made by, the Seller in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation of any of the transactions contemplated hereby or and thereby, except where the failure to obtain such consent, approval, order or authorizationorder, authorization or to make such declaration or filing, could filing would not individually or in the aggregate reasonably be expected to have a Seller Material Adverse Effect.

No Violation or Approval. [Except as set forth on Schedule 3.2,] (a) Neither the execution, delivery and performance of the Transaction Documents this Agreement and the other agreements, documents and instruments contemplated hereby by such Buyer, nor the consummation by such Buyer of the transactions contemplated hereby in accordance with the terms hereof and thereby thereof, will not (i) violate, conflict with or result in a breach or violation of any provisions of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, Seller's Certificate or result in the termination of, or accelerate the performance required by, or result in a right of Incorporationtermination or acceleration under, bylawsor the creation of any Lien upon, any statute applicable to itof the properties or assets of such Buyer, under any of the terms, conditions or provisions of (A) if such Buyer is not a natural person, the organizational documents or by-laws of such Buyer, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which it the Buyer is a party or by which it or any of its properties are such Buyer may be bound, or to which such Buyer or the properties or assets of such Buyer may be subject, in the case of the foregoing clause (B) only, which violation, conflict, breach, default or termination or acceleration is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, or (ii) assuming compliance with the matters referred to in Section 2.2(b) below, violate any judgment, ruling, order, judgmentwrit, injunction, decree, statute, rule or regulation of any court Governmental Body or any governmental agency or body having jurisdiction over it or its properties except for self-regulatory authority applicable to such breachesBuyer, violations or defaults as could not which violation is reasonably likely to have, individually or in the aggregate reasonably be expected to have a material adverse effect on the businessaggregate, prospects, operations, assets or financial condition of the Business or the ability of Seller to consummate the transactions contemplated hereby (each, a "Material Adverse Effect"). Except as set forth on Schedule 3.2, no consent, approval, order or authorization of, or declaration or filing with, any governmental authority or entity or, to Seller's knowledge, any other party is required of, and has not been obtained or made by, Seller in connection with the execution and delivery of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, order or authorization, or to make such declaration or filing, could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

No Violation or Approval. [Except as set forth on Schedule 3.2,] the The execution, delivery delivery, and performance of this Agreement and the other Transaction Documents to which it will be a party and the consummation of the transactions contemplated hereby and thereby will not result in a breach or violation of, or a default under, Seller's the Buyer’s Certificate of Incorporation, Incorporation and bylaws, any statute applicable to it, any agreement to which it is a party or by which it or any of its properties are bound, or any order, judgment, judgment or decree, rule or regulation of any court or any governmental agency or body having jurisdiction over it or its properties properties; except for in the case of each of clauses (ii) and (iii), such breachesas would not, violations or defaults as could not individually or in the aggregate aggregate, have or reasonably be expected to have result in a material adverse effect on any of (A) the business, prospectsproperties, assets, operations, assets results of operations or financial condition of Seller, taken as a whole, or (B) the Business authority or the ability of Seller the Buyer to consummate the transactions contemplated hereby perform its obligations under this Agreement (each, a "“Buyer Material Adverse Effect"”). Except as set forth on Schedule 3.2, no No consent, approval, order order, or authorization of, or declaration or filing with, any governmental authority or other entity or, to Seller's knowledge, any other party is required of, and has not been obtained or made by, Seller the Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation of any of the transactions contemplated hereby or and thereby, except other than (i) where the failure to obtain such consent, approval, order or authorizationorder, authorization or to make such declaration or filing, could filing would not individually or in the aggregate reasonably be expected to have a Buyer Material Adverse Effect, (ii) the filings required by U.S. federal securities law, including the filing with the U.S. Securities and Exchange Commission (the “Commission”) of one or more registration statements in accordance with Section 2 of the Registration Rights Agreement, (iii) filings required by state securities laws, and the timely filing of a Notice of Sale of Securities on Form D with the Commission, and (iv) those that have been or will be made or obtained prior to the Closing Date.