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 Merger Sub and Melita of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita of the Transactions will not, (i) violate any provision of Melita’s amended and restated articles of association or violate any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of any subsidiary of Melita (including Merger Sub), (ii) to the knowledge of Merger Sub and Melita, assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b) have been obtained and all filings and obligations described in Section 4.05(b) have been made or complied with, violate any Law applicable to Melita or any of its subsidiaries or by which any asset of Melita or any of its subsidiaries is bound or affected, (iii) to the knowledge of Merger Sub and Melita, result in any breach of or constitute a 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 Melita or any subsidiary of Melita is entitled under any provision of any Contract applicable to any of them or their respective properties or assets or (iv) to the knowledge of Merger Sub and Melita, result in the creation or imposition of a Lien on any asset of Melita or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) of this Section 4.05(a), to the extent that any such conflict, violation, breach, default, right, loss or Lien would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (b) The execution and delivery by each of Merger Sub and Melita of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita 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 regulations and filing and recordation of appropriate documents for the Merger as required by the DGCL 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 Merger Sub and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita Parent of the Transactions will not, : (i) conflict with or violate any provision of MelitaParent’s amended and restated articles certificate of association incorporation or bylaws or conflict with or violate any provision of the certificate of incorporation or bylaws (or equivalent similar organizational documents) documents of any subsidiary of Melita Parent (including Merger Sub), (ii) to the knowledge of Merger Sub and Melita, assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b4.04(b) have been obtained or performed and all filings and obligations described in Section 4.05(b4.04(b) have been made or complied with, conflict with or violate any material Law or rule of the New York Stock Exchange applicable to Melita Parent or any of its subsidiaries or by which any asset of Melita Parent or any of its subsidiaries is bound or affected, (iii) to the knowledge of Merger Sub and Melitaconflict with, result in any breach of or constitute a default (or an event that with or without 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 Melita Parent or any subsidiary of Melita Parent is entitled under under, any provision of any Contract applicable to any of them or their respective properties or assets which is material to Parent and its subsidiaries, taken as a whole, or (iv) to the knowledge of Merger Sub and Melita, result in the creation or imposition of a Lien (other than Permitted Liens) on any asset of Melita Parent or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) of this Section 4.05(a4.04(a), to the extent that any such conflict, violation, breach, default, right, loss or Lien would not, individually or in the aggregate, have a Purchaser Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Merger Sub and Melita of this Agreement Parent does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita Parent of the Transactions will not, require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental AuthorityAuthority or any other Person, 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, permitPermit, filing or notification pursuant to applicable foreign merger control or competition laws Antitrust Laws and regulations regulations, the applicable rules of the New York Stock Exchange and filing and recordation of appropriate documents for the Merger as required by the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permitsPermits, or to make such filings or notifications, would could not, individually or in the aggregate, have a Purchaser Material Adverse Effectreasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations hereunder, or prevent or materially impede, interfere with, hinder or delay the consummation of the Transaction.

No Violation; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Xxxxxx and Merger Sub and Melita of this Agreement Sub, does not, and the performance of this Agreement and the consummation by each of Xxxxxx and Merger Sub and Melita of the Transactions will not, : (i) violate any provision of Melita’s amended and restated articles of association subject to Section 3.4(b) hereof, conflict with or violate any provision law, regulation, court order, judgment or decree applicable to either of the certificate of incorporation Xxxxxx or bylaws (or equivalent organizational documents) of any subsidiary of Melita (including Merger Sub), (ii) to the knowledge of Merger Sub and Melita, assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b) have been obtained and all filings and obligations described in Section 4.05(b) have been made or complied with, violate any Law applicable to Melita or any of its subsidiaries or by which any asset of Melita their respective property or any of its subsidiaries assets is bound or affected, ; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of Xxxxxx or Merger Sub; or (iii) to the knowledge of Merger Sub and Melita, result in any breach of or constitute a default (or an any event that which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, acceleration termination or cancellation of, or require any payment under, or give rise to a loss of any benefit to which Melita or any subsidiary of Melita is entitled under any provision of any Contract applicable to any of them or their respective properties or assets or (iv) to the knowledge of Merger Sub and Melita, result in the creation of any mortgage, pledge, lien, security interest, encumbrance, charge or imposition other claim of a Lien any kind on any asset of Melita the property or assets of either of Xxxxxx or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which either of Xxxxxx or Merger Sub is a party or by which either of Xxxxxx or Merger Sub or any of its subsidiariestheir respective property is bound or affected, except in the case of clauses (ii), i) or (iii) and (iv) of this Section 4.05(a)above, to the extent that any such conflictfor conflicts, violationviolations, breachbreaches or defaults which, default, right, loss or Lien would not, individually or in the aggregate, would not (x) have a Purchaser Material Adverse Effect, or (y) prevent or materially interfere with each of Nestor's or Merger Sub's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit each of Xxxxxx or Merger Sub to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of Nestor's or Merger Sub's debt instruments, and except for such consents and waivers which the failure to obtain would not have a Material Adverse Effect. (b) The execution and delivery by each of Merger Sub and Melita of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) Except for applicable requirements, if any, of the Exchange Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Nasdaq"blue sky" laws of various states, 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 regulations and filing and recordation of appropriate merger documents for the Merger as required by Delaware Law, neither Xxxxxx nor Merger Sub is required to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with the DGCL and (ii) execution, delivery or performance of this Agreement or the consummation of the Transactions contemplated by this Agreement, except where the failure to obtain take such consents, approvals, authorizations action would not (i) prevent or permitsmaterially interfere with the consummation of the Merger and the Transactions, or to make such filings or notifications, would not, individually or in the aggregate, (ii) have a Purchaser Material Adverse Effect.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Parent and Merger Sub and Melita of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita of the Transactions will not, (i) violate any provision of Melita’s amended and restated articles of association conflict with or violate any provision of the Parent or Merger Sub's certificate of incorporation or bylaws (or equivalent organizational documents) of any subsidiary of Melita (including Merger Sub)bylaws, (ii) to the knowledge of Merger Sub and Melita, assuming that all consents, approvals, authorizations and other actions described in Section 4.05(bSECTION 4.04(b) have been obtained and all filings and obligations described in Section 4.05(bSECTION 4.04(b) have been made or complied with, conflict with or violate any Law applicable to Melita Parent or any of its subsidiaries Merger Sub or by which any asset of Melita Parent or any of its subsidiaries Merger Sub is bound or affected, (iii) to the knowledge of Merger Sub and Melitaconflict with, result in any breach of or constitute a 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 Melita Parent or any subsidiary of Melita Merger Sub is entitled under any provision of any Contract applicable to any of them Parent or Merger Sub or their respective properties or assets or (iv) to the knowledge of Merger Sub and Melita, result in the creation or imposition of a Lien on any asset of Melita Parent or any of its subsidiariesMerger Sub, except in the case of clauses (ii), (iii) and (iv) of this Section 4.05(aSECTION 4.04(a), to the extent that any such conflict, violation, breach, default, right, loss or Lien would not, individually or in the aggregate, have a Purchaser Parent/Merger Sub Material Adverse EffectEffect or prevent or materially delay the consummation of the transactions contemplated by this Agreement. (b) The execution and delivery by each of Parent and Merger Sub and Melita of this Agreement does not, and the performance of this Agreement and the consummation by each of Parent and Merger Sub and Melita of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, on the part of Parent and Merger Sub except for (i) for applicable requirementsthe filing with the SEC of (y) the Information Statement (as defined herein) relating to the Merger and (z) such reports under the Exchange Act as may be required in connection with this Agreement, if anythe Voting Agreement and the Transactions, (ii) filings with Nasdaq or the OTCBB relating to the delisting of the Exchange ActCommon Shares, (iii) the Securities Act, Nasdaq, filing of the HSR Act Certificate of Merger with the Secretary of State of the State of Delaware 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 regulations and filing and recordation of appropriate documents for with the relevant authorities of other states in which the Merger as required by the DGCL Sub is qualified to do business and (iiiv) where the failure to obtain such other consents, approvals, authorizations or permitsorders, or to make such authorizations, registrations, declarations, filings or notifications, would not, individually or notices as are set forth in SECTION 4.04(b) of the aggregate, have a Purchaser Material Adverse EffectMerger Sub Disclosure Schedule.

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Merger Sub and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita Parent of the Transactions will not, (i) conflict with or violate any provision of Melita’s amended and restated Parent's articles of association incorporation or bylaws or conflict with or violate any provision of the certificate articles of incorporation or bylaws (or equivalent organizational documents) documents of any subsidiary of Melita Parent (including Merger Sub), (ii) to the knowledge of Merger Sub and Melita, assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b4.04(b) have been obtained and all filings and obligations described in Section 4.05(b4.04(b) have been made or complied with, conflict with or violate any Law applicable to Melita Parent or any of its subsidiaries or by which any asset of Melita Parent or any of its subsidiaries is bound or affected, (iii) to the knowledge of Merger Sub and Melitaconflict with, result in any breach of or constitute a 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 Melita Parent or any subsidiary of Melita Parent is entitled under any provision of any Contract applicable to any of them or their respective properties or assets or (iv) to the knowledge of Merger Sub and Melita, result in the creation or imposition of a Lien on any asset of Melita Parent or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) of this Section 4.05(a4.04(a), to the extent that any such conflict, violation, breach, default, right, loss or Lien would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (b) The execution and delivery by each of Merger Sub and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita 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 regulations and filing and recordation of appropriate documents for the Merger as required by the DGCL UBCA 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. (ai) The execution and delivery by each of Merger Sub and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita Parent of the Transactions transactions contemplated under this Agreement will not, (iA) violate any provision of Melita’s amended and restated articles of association conflict with or violate any provision of the Parent’s certificate of incorporation or bylaws (or equivalent organizational documents) or conflict with or violate any provision of any subsidiary the Articles of Melita (including Association of Merger Sub), (iiB) to the knowledge of Merger Sub and Melita, assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b) Parent Required Consents have been obtained and all filings and obligations described in Section 4.05(b) have been obtained, made or complied with, conflict with or violate any Law law applicable to Melita Parent or any of its subsidiaries Merger Sub or by which any asset of Melita Parent or any of its subsidiaries Merger Sub is bound or affected, or (iiiC) to the knowledge of Merger Sub and Melitaconflict with, result in any breach of or constitute a 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 Melita or any subsidiary of Melita 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 Melita, result in the creation or imposition of a Lien on any asset of Melita or any of its subsidiariesParent, except in the case of clauses (iiB), (iiiC) and (ivD) of this Section 4.05(a6.1(d), to the extent that any such conflict, violation, breach, default, right, loss or Lien imposition would not, either individually or in the aggregate, have reasonably be expected to be material to Parent or Merger Sub taken as a Purchaser Material Adverse Effectwhole. (bii) The execution and delivery by each of Merger Sub and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita 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 AuthorityEntity, except (iA) for applicable requirementspursuant to Section 1.3, if any, (B) approval of the Exchange ActIsraeli Commissioner of Restrictive Trade Practices pursuant to the RPTA, (C) the Investment Center Approval; and (D) under the GWB (collectively, 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 regulations and filing and recordation of appropriate documents for the Merger as required by the DGCL 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“Parent Required Consents”).

No Violation; Required Filings and Consents. (a) The execution and delivery by each of Merger Sub Sub, Infor and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub Sub, Infor and Melita Parent of the Transactions will not, (i) conflict with or violate any provision of MelitaParent’s amended and restated memorandum and articles of association or conflict with or violate any provision of the certificate articles of incorporation or bylaws (or equivalent organizational documents) documents of any subsidiary of Melita Parent (including Infor and Merger Sub), (ii) to the knowledge of Merger Sub and Melita, assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b4.04(b) have been obtained and all filings and obligations described in Section 4.05(b4.04(b) have been made or complied with, conflict with or violate any Law applicable to Melita Parent or any of its subsidiaries or by which any asset of Melita Parent or any of its subsidiaries is bound or affected, (iii) to the knowledge of Merger Sub and Melitaconflict with, result in any breach of or constitute a 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 Melita Parent or any subsidiary of Melita Parent is entitled under any provision of any Contract applicable to any of them or their respective properties or assets or (iv) to the knowledge of Merger Sub and Melita, result in the creation or imposition of a Lien on any asset of Melita Parent or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) of this Section 4.05(a4.04(a), to the extent that any such conflict, violation, breach, default, right, loss or Lien would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (b) The execution and delivery by each of Merger Sub Sub, Infor and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub Sub, Infor and Melita 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 regulations and filing and recordation of appropriate documents for the Merger as required by the DGCL GBCC 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 Merger Sub and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita Parent of the Transactions will not, (i) conflict with or violate any provision of MelitaParent’s amended and restated articles certificate of association incorporation or bylaws or conflict with or violate any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of any subsidiary of Melita Parent (including Merger Sub), (ii) to the knowledge of Merger Sub and Melita, assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b4.04(b) have been obtained and all filings and obligations described in Section 4.05(b4.04(b) have been made or complied with, conflict with or violate any Law applicable to Melita Parent or any of its subsidiaries or by which any asset of Melita Parent or any of its subsidiaries is bound or affected, (iii) to the knowledge of Merger Sub and Melitaconflict with, result in any breach of or constitute a 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 Melita Parent or any subsidiary of Melita 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 Melita, result in the creation or imposition of a Lien on any asset of Melita Parent or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) of this Section 4.05(a4.04(a), to the extent that any such conflict, violation, breach, default, right, loss or Lien would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (b) The execution and delivery by each of Merger Sub and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita Parent of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, NasdaqAmEx, the HSR Act and the rules and regulations thereunder, any filings required consent, approval, authorization, permit, filing or notification pursuant to applicable foreign merger control or competition laws and regulations and filing and recordation of appropriate documents for the Merger as required by the DGCL 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 Merger Sub and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita Parent of the Transactions will not, (i) conflict with or violate any provision of MelitaParent’s amended and restated articles certificate of association incorporation or bylaws or conflict with or violate any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of any subsidiary of Melita Parent (including Merger Sub), (ii) to the knowledge of Merger Sub and Melita, assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b4.04(b) have been obtained and all filings and obligations described in Section 4.05(b4.04(b) have been made or complied with, conflict with or violate any Law applicable to Melita Parent or any of its subsidiaries or by which any asset of Melita Parent or any of its subsidiaries is bound or affected, (iii) to the knowledge of Merger Sub and Melitaconflict with, result in any breach of or constitute a 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 Melita Parent or any subsidiary of Melita Parent is entitled under any provision of any Contract applicable to any of them or their respective properties or assets or (iv) to the knowledge of Merger Sub and Melita, result in the creation or imposition of a Lien on any asset of Melita Parent or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) of this Section 4.05(a4.04(a), to the extent that any such conflict, violation, breach, default, right, loss or Lien would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (b) The execution and delivery by each of Merger Sub and Melita Parent of this Agreement does not, and the performance of this Agreement and the consummation by each of Merger Sub and Melita Parent of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, NasdaqAmEx, the HSR Act and the rules and regulations thereunder, any filings required consent, approval, authorization, permit, filing or notification pursuant to applicable foreign merger control or competition laws and regulations and filing and recordation of appropriate documents for the Merger as required by the DGCL NCBCA 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.