Common use of No Violation; Required Filings and Consents Clause in Contracts

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, (i) conflict with or violate any provision of Parent's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organizational documents of any Subsidiary of Parent (including Acquisition Corp.), (ii) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any asset of Parent or any of its Subsidiaries is bound or affected, (iii) materially conflict with, result in any breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Parent or any Subsidiary of Parent or any party controlling Parent is entitled under any provision of any Contract or (iv) result in the creation or imposition of a material Lien on any asset of Parent or any of its Subsidiaries, in each case, in a manner that would prevent the consummation of the Transaction or have a material adverse effect on Acquisition Corp.'s ability to consummate the transaction. (b) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for applicable requirements, if any, of the Exchange Act, the Securities Act, Nasdaq, the HSR Act and the rules and regulations thereunder, and any filing and recordation of appropriate documents for the Merger as required by the Tenn. Acts.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Acquisition Corp. and Parent the Company of this Agreement does not, and the performance of this Agreement by the Company and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, (i) conflict with with, violate or violate result in a breach of any provision of Parent's charter the Company’s certificate of incorporation or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organizational organization documents of any Subsidiary of Parent (including Acquisition Corp.)the Company, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or complied with, conflict with or violate any Law foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, permit, license, injunction, writ, judgment, decree or order (each, a “Law” and, collectively, “Laws”) applicable to Parent the Company or any of its Subsidiaries or by which any asset of Parent the Company or any of its Subsidiaries is bound or affected, (iii) except as set forth in Section 3.06(a) of the Company Disclosure Schedule, materially conflict with, result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, require any notice, or require any payment under, or give rise to a loss of any benefit to which Parent the Company or any Subsidiary of Parent or any party controlling Parent the Company is entitled under any provision of any Material Contract or (iv) result in the creation or imposition of a material Lien lien, claim, security interest or other charge, title imperfection or encumbrance (each, a “Lien” and, collectively, “Liens”) on any asset of Parent the Company or any of its Subsidiaries, in each case, in a manner that would prevent the consummation Subsidiary of the Transaction or have a material adverse effect on Acquisition Corp.'s ability to consummate the transactionCompany. (b) The Except as set forth in Section 3.06(b) of the Company Disclosure Schedule, the execution and delivery by each of Acquisition Corp. and Parent the Company of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent the Company of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality or arbitrator of any kind (“Governmental Authority”), except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act, Nasdaq”), the Nasdaq National Market, Inc. (“Nasdaq”), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”) and the rules and regulations thereunder, and any filing and recordation of appropriate documents for the Merger as required by the Tenn. ActsDGCL.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, (i) conflict with or violate any provision of Parent's charter ’s articles of incorporation or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organizational documents of any Subsidiary of Parent (including Acquisition Corp.), (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.04(b) have been obtained and all filings and obligations described in Section 4.04(b) have been made or complied with, conflict with or violate in any material respect any Law applicable to Parent or any of its Subsidiaries or by which any asset of Parent or any of its Subsidiaries is bound or affected, (iii) except as set forth in Section 4.04(a) of the disclosure schedule delivered by Acquisition Corp. and Parent to the Company prior to the execution of this Agreement (the “Acquisition Corp. Disclosure Schedule”), materially conflict with, result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Parent or any Subsidiary of Parent or any party controlling Parent is entitled under any provision of any Contract Contract, except to the extent that any such conflict, breach, default, termination, amendment, acceleration, cancellation, payment or loss of benefit would not reasonably be expected to result in an Acquisition Corp. Material Adverse Effect, or (iv) result in the creation or imposition of a material Lien on any asset of Parent or any of its Subsidiaries, Subsidiaries except for such Liens which would not reasonably be expected to result in each case, in a manner that would prevent the consummation of the Transaction or have a material adverse effect on an Acquisition Corp.'s ability to consummate the transactionCorp. Material Adverse Effect. (b) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for applicable requirements, if any, of the Exchange Act, the Securities Act, Nasdaq, the HSR Act Act, Healthcare Laws and the rules and regulations thereunderthereunder (to the extent applicable by reason of the consummation of the Merger), and any filing and recordation of appropriate documents for the Merger as required by the Tenn. ActsDGCL.

No Violation; Required Filings and Consents. (a) The Except as set forth in Section 4.04 of the Purchaser Disclosure Schedule, the execution and delivery by each of Acquisition Corp. Merger Sub and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. Merger Sub and Parent of the Transactions transactions contemplated hereby will not, (i) conflict with or violate any provision of Parent's charter ’s certificate of incorporation or bylaws or conflict with or violate any provision of the articles certificate of incorporation or bylaws (or equivalent organizational documents documents) of any Subsidiary subsidiary of Parent (including Acquisition Corp.Merger Sub), (ii) conflict with to the knowledge of Merger Sub and Parent, assuming that all consents, approvals, authorizations and other actions described in Section 4.04(b) have been obtained and all filings and obligations described in Section 4.04(b) have been made or complied with, violate any Law applicable to Parent or any of its Subsidiaries subsidiaries or by which any asset of Parent or any of its Subsidiaries subsidiaries is bound or affected, (iii) materially conflict withto the knowledge of Merger Sub and Parent, result in any breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Parent or any Subsidiary subsidiary of Parent or any party controlling Parent is entitled under any provision of any Contract contract applicable to any of them or their respective properties or assets, or (iv) to the knowledge of Merger Sub and Parent, result in the creation or imposition of a material Lien lien on any asset of Parent or any of its Subsidiariessubsidiaries, except in each casethe case of clauses (ii), (iii) and (iv) of this Section 4.04(a), to the extent that any such conflict, violation, breach, default, right, loss or lien would not, individually or in a manner that would prevent the consummation of the Transaction or aggregate, have a material adverse effect on Acquisition Corp.'s ability to consummate the transactionPurchaser Material Adverse Effect. (b) The execution and delivery by each of Acquisition Corp. Merger Sub and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. Merger Sub and Parent of the Transactions transactions contemplated hereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Nasdaq, the HSR Act and the rules and regulations thereunder, any required consent, approval, authorization, permit, filing or notification pursuant to applicable foreign merger control or competition Laws and any regulations and filing and recordation of appropriate documents for the Merger as required by the Tenn. ActsDGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Acquisition Corp. Merger Sub and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. Merger Sub and Parent of the Transactions will not, (i) conflict with or violate any provision of Parent's charter ’s certificate of incorporation or bylaws or conflict with or violate any provision of the articles certificate of incorporation or bylaws (or equivalent organizational documents documents) of any Subsidiary subsidiary of Parent (including Acquisition Corp.Merger Sub), or (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b) have been obtained and all filings and obligations described in Section 4.4(b) have been made or complied with, conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any asset of Parent or any of its Subsidiaries is bound or affected, (iii) materially conflict with, result in any breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Parent or any Subsidiary of Parent or any party controlling Parent is entitled under any provision of any Contract contract applicable to any of them or their respective properties or assets or (iv) result in the creation or imposition of a material Lien on any asset of Parent or any of its Subsidiariessubsidiaries, except in each casethe case of clauses (ii), (iii) and (iv) of this Section 5.4(a), to the extent that any such conflict, violation, breach, default, right, loss or Lien would not, individually or in a manner that would prevent the consummation of the Transaction or aggregate, have a material adverse effect on Acquisition Corp.'s ability to consummate the transactionParent Material Adverse Effect. (b) The execution and delivery by each of Acquisition Corp. Merger Sub and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. Merger Sub and Parent of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except for for: (i) applicable requirements, if any, of the Exchange Act, the Securities Act, Nasdaq, the HSR Act and other applicable Antitrust Laws, NASDAQ and the rules and regulations thereunder, and any filing and recordation of appropriate documents for the Merger as required by the Tenn. ActsDGCL; and (ii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained would not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Acquisition Corp. Merger Sub and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. Merger Sub and Parent of the Transactions will not, (i) conflict with or violate any provision of Parent's charter ’s amended and restated certificate of incorporation or bylaws or conflict with or violate any provision of the articles certificate of incorporation or bylaws or equivalent similar organizational documents of any Subsidiary subsidiary of Parent (including Acquisition Corp.Merger Sub), (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.04(b) have been obtained and all filings and obligations described in Section 4.04(b) have been made or complied with, conflict with or violate any material Law applicable to Parent or any of its Subsidiaries subsidiaries or by which any asset of Parent or any of its Subsidiaries subsidiaries is bound or affected, (iii) materially except as set forth in Section 4.04(a) of the Parent Disclosure Schedule, conflict with, result in any breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Parent or any Subsidiary subsidiary of Parent or any party controlling Parent is entitled under any provision of any Contract applicable to any of them or their respective properties or assets or (iv) result in the creation or imposition of a material Lien on any asset of Parent or any of its Subsidiariessubsidiaries, except in each casethe case of clauses (iii) and (iv) of this Section 4.04(a), to the extent that any such conflict, violation, breach, default, right, loss or Lien would not, individually or in a manner that would prevent the consummation of the Transaction or aggregate, have a material adverse effect on Acquisition Corp.'s ability to consummate the transactionParent Material Adverse Effect. (b) The execution and delivery by each of Acquisition Corp. Merger Sub and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. Merger Sub and Parent of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Nasdaq, the HSR Act and the rules and regulations thereunder, any required consent, approval, authorization, permit, filing or notification pursuant to applicable foreign merger control or competition Laws and any regulations and filing and recordation of appropriate documents for the Merger as required by the Tenn. ActsDGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does by Parent and Purchaser do not, and the performance of this Agreement by Parent and the consummation by each of Acquisition Corp. and Parent of the Transactions Purchaser will not, (i) conflict with violate the Certificate of Incorporation, By-laws or violate any provision of Parent's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent other organizational documents of Parent or Purchaser or any Subsidiary subsidiary of Parent (including Acquisition Corp.)Parent, (ii) conflict with or assuming that all consents, approvals, authorizations and permits described in subsection (b) have been obtained and all filings and obligations described in subsection (b) have been made, violate any Law applicable to Parent or Purchaser or any subsidiary of its Subsidiaries Parent or by which any property or asset of Parent or Purchaser or any subsidiary of its Subsidiaries Parent is bound or affected, affected or (iii) materially conflict with, result in any breach of or constitute a material default (or an event that which with the giving of notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Parent or any Subsidiary of Parent or any party controlling Parent is entitled under any provision of any Contract or (iv) result in the creation or imposition of a material Lien lien or other encumbrance on any property or asset of Parent or Purchaser or any subsidiary of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, prevent or materially delay the performance by Parent and Purchaser of any of its Subsidiaries, in each case, in a manner that would prevent their obligations pursuant to this Agreement and the consummation of the Transaction or have a material adverse effect on Acquisition Corp.'s ability to consummate the transactionMerger Agreement. (b) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does do not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Nasdaq, Act and the HSR Act and the rules (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay Parent and regulations thereunder, and any filing and recordation of appropriate documents for the Merger as required by the Tenn. ActsPurchaser from performing their obligations under this Agreement.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, (i) conflict with or violate any provision of Parent's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organizational documents of any Subsidiary of Parent (including Acquisition Corp.), (ii) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any asset of Parent or any of its Subsidiaries is bound or affected, (iii) materially conflict with, result in any breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Parent or any Subsidiary of Parent or any party controlling Parent is entitled under any provision of any Contract or (iv) result in the creation or imposition of a material Lien on any asset of Parent or any of its Subsidiaries, in each case, in a 37 manner that would prevent the consummation of the Transaction or have a material adverse effect on Acquisition Corp.'s ability to consummate the transaction. (b) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for applicable requirements, if any, of the Exchange Act, the Securities Act, Nasdaq, the HSR Act and the rules and regulations thereunder, and any filing and recordation of appropriate documents for the Merger as required by the Tenn. Acts.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, (i) conflict with or violate any provision of Parent's charter ’s Certificate of Incorporation or bylaws Bylaws or conflict with or violate any provision of the articles Certificate of incorporation Incorporation or bylaws Bylaws or equivalent organizational documents of any Subsidiary of Parent (including Acquisition Corp.), (ii) conflict with or violate any Law applicable to Parent or any of its Subsidiaries AVP Subsidiary or by which any asset of Parent or any of its Subsidiaries AVP Subsidiary is bound or affected, (iii) materially conflict with, result in any breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Parent or any Subsidiary of Parent or any party controlling Parent is entitled under any provision of any Contract or (iv) result in the creation or imposition of a material Lien on any asset of Parent or any of its SubsidiariesAVP Subsidiary, in each case, in a manner that would prevent the consummation of the Transaction or have a material adverse effect on Acquisition Corp.'s ’s ability to consummate the transaction. (b) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for applicable requirements, if any, of the Exchange Act, the Securities Act, Nasdaq, the HSR Act and the rules and regulations thereunder, thereunder and any the filing and recordation of appropriate documents for the Merger as required by the Tenn. ActsCertificate of Merger.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does by such Stockholder do not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions such Stockholder will not, (i) conflict with or violate any provision of Parent's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organizational documents of any Subsidiary of Parent assuming all consents, approvals, authorizations and permits described in subsection (including Acquisition Corp.)b) have been obtained and all filings and obligations described in subsection (b) have been made, (ii) conflict with or violate any Law applicable to Parent or any of its Subsidiaries such Stockholder or by which any property or asset of Parent or any of its Subsidiaries such Stockholder is bound or affected, affected or (iiiii) materially conflict withif applicable, result in any breach of or constitute a material default (or an event that which with the giving of notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Parent or any Subsidiary of Parent or any party controlling Parent is entitled under any provision of any Contract or (iv) result in the creation or imposition of a material Lien lien or other encumbrance on any property or asset of Parent such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, for any such violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, prevent nor materially delay the performance by such Stockholder of any of its Subsidiaries, in each case, in a manner that would prevent the consummation of the Transaction or have a material adverse effect on Acquisition Corp.such Stockholder's ability obligations pursuant to consummate the transactionthis Agreement. (b) The execution and delivery by each of Acquisition Corp. and Parent of this Agreement does by such Stockholder do not, and the performance of this Agreement and the consummation by each of Acquisition Corp. and Parent of the Transactions such Stockholder will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Nasdaq, Act or the HSR Act and the rules and regulations thereunder(ii) where failure to obtain such consents, and any filing and recordation of appropriate documents for the Merger as required by the Tenn. Actsapprovals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay such Stockholder from performing such Stockholder's obligations under this Agreement.