Common use of No Violation to Result Clause in Contracts

No Violation to Result. The execution, delivery and performance by each of the Buyer and the Merger Subs of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the bylaws, articles of incorporation or other governing documents of the Buyer or the Merger Subs or any resolution adopted by the shareholders of the Buyer or the Merger Subs, (y) any note, debt instrument, security agreement, mortgage or any other contract to which the Buyer or the Merger Subs is a party or by which it is bound or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Buyer or the Merger Subs; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the properties or assets of the Buyer or the Merger Subs. No notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer or the Merger Subs of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer or the Merger Subs of the transactions contemplated hereby or thereby.

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by each of the Buyer and the Merger Subs Company of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs Company of the transactions contemplated hereby and therebythereby and the fulfillment by the Company of the terms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the bylaws, articles Articles of incorporation Incorporation or other governing documents Bylaws of the Buyer or the Merger Subs Company or any resolution adopted by the board of directors of the Company or shareholders of the Buyer Company, or the Merger Subs, (y) any note, debt instrument, security agreement, mortgage Contract or any other contract Encumbrance to which the Buyer or the Merger Subs Company is a party or by which it is bound bound, or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Buyer or the Merger SubsCompany; (ii) give any Person the right to declare a default, exercise any remedy or accelerate the performance or maturity under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (iiiv) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Shares or any of the properties or assets of the Buyer Company, except in the case of (i)(y) and (ii) as would not, individually or in the Merger Subsaggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with with, and no “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Buyer or the Merger Subs Company of this Agreement and the other documents contemplated hereby nor or the consummation by the Buyer or the Merger Subs Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. The Except as set forth on Schedule 5.3, the execution, delivery and performance by each of the Buyer Parent and the Merger Subs Sub of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer Parent and the Merger Subs Sub of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by by, (x) any of the terms of the bylaws, articles certificate of incorporation or other governing documents bylaws of the Buyer either Parent or the Merger Subs Sub or any resolution adopted by the shareholders board of the Buyer directors of Parent or the Merger SubsSub or stockholders of Parent or Merger Sub, or (y) any note, debt instrument, security agreement, mortgage Contract or any other contract encumbrance to which the Buyer Parent or the Merger Subs Sub is a party or by which it is bound bound; or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Buyer Parent or the Merger SubsSub; (ii) give any Government Authority or other Person the right to challenge declare a default, exercise any remedy or accelerate the performance or maturity under any such Contract to which Parent or any of the transactions contemplated by this Agreementits Affiliates is a party, or cancel, terminate or modify any such Contract; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person Person, upon any of the properties or assets of the Buyer Parent or the Merger SubsSub. No Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer Parent or the Merger Subs Sub of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer Parent or the Merger Subs Sub of the transactions contemplated hereby or thereby.

No Violation to Result. The execution, delivery and performance by each of the Buyer Parent and the Merger Subs Sub of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer Parent and the Merger Subs Sub of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of timetime or both): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by by, (xA) any of the terms of the bylaws, articles certificate of incorporation or other governing documents bylaws of the Buyer Parent or the certificate of incorporation of Merger Subs Sub or any resolution adopted by the shareholders boards of the Buyer directors of Parent or the Merger SubsSub or stockholders of Parent or Merger Sub, or (yB) any note, debt instrument, security agreement, mortgage Contract or any other contract encumbrance to which the Buyer Parent or the Merger Subs Sub is a party or by which it is bound bound; or (zC) any law, judgment, decree, order, rule, regulation, permit, license Law or other legal requirement of any Government Authority applicable to the Buyer Parent or the Merger SubsSub; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person Person, upon any of the properties or assets of Parent or Merger Sub. Other than as set forth on Schedule 5.3 and other than (1) the Buyer or filing with the Merger Subs. No FTC and the U.S. Department of Justice under the HSR Act and any antitrust notification filings in any other country and (2) the filing of a joint voluntary notice with CFIUS under FINSA and written confirmation by CFIUS of the successful completion of the CFIUS review process, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer Parent or the Merger Subs Sub of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer Parent or the Merger Subs Sub of the transactions contemplated hereby or thereby.

No Violation to Result. The Except as set forth on Schedule 4.2, the execution, delivery and performance by each of the Buyer and the Merger Subs such Seller of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs such Seller of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by any (x) any of the terms of the bylaws, articles of incorporation or other governing documents of the Buyer or the Merger Subs or any resolution adopted by the shareholders of the Buyer or the Merger Subs, (y) any note, debt instrument, security agreement, mortgage or any other contract to which the Buyer or the Merger Subs such Seller is a party or by which it is bound or (zy) any lawLaw, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Buyer or the Merger Subssuch Seller; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares or, except for any Permitted Encumbrance, any of the properties or assets of the Buyer Company, except with respect to Section 4.2(i)(x) above any such violations, breaches, conflicts, defaults or the Merger Subsacceleration as are immaterial. No Other than as set forth on Schedule 3.3 or 4.2, no notice to, filing with, or consent of, any Person is necessary in connection with with, nor is any “change of control” provision triggered by, the execution, delivery or performance by the Buyer or the Merger Subs such Seller of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer or the Merger Subs such Seller of the transactions contemplated hereby or thereby.

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by each of the Buyer and the Merger Subs Company of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs Company of the transactions contemplated hereby and therebythereby and the fulfillment by the Company of the terms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the bylaws, articles Certificate of incorporation Incorporation or other governing documents Bylaws of the Buyer Company or the Merger Subs any Subsidiary or any resolution adopted by the shareholders board of directors or stockholders of the Buyer Company or the Merger Subsany Subsidiary, or (y) any note, debt instrument, security agreement, mortgage or any other contract Contract to which the Buyer Company or the Merger Subs any Subsidiary is a party or by which it any of them is bound bound, or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Buyer Company or the Merger Subsany Subsidiary; (ii) give any Person the right to exercise any remedy under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify any permit or license that is held by the Company or any Subsidiary or that otherwise relates to the Company’s or any Subsidiary’s business or to any of the assets owned or used by the Company or any Subsidiary; or (iiiv) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Company Stock or, except for any Permitted Encumbrance, any of the properties or assets of the Buyer Company or the Merger Subsany Subsidiary, except with respect to Section 3.3(i)(y) above any such violations, breaches, conflicts, defaults or acceleration as are immaterial. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer or the Merger Subs Company of this Agreement and the other documents contemplated hereby nor or the consummation by the Buyer or the Merger Subs Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. The Except as set forth on Schedule 5.3, the execution, delivery and performance by each of the Buyer Parent and the Merger Subs Sub of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer Parent and the Merger Subs Sub of the transactions contemplated hereby and thereby, thereby do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the bylaws, articles respective Certificates of incorporation Incorporation or other governing documents Bylaws of the Buyer or the Parent and Merger Subs Sub or any resolution adopted by the shareholders respective board of the Buyer directors or the stockholders of Parent and Merger SubsSub, or (y) any note, debt instrument, security agreement, mortgage or any other contract Contract to which the Buyer Parent or the Merger Subs Sub is a party or by which it either of them is bound bound; or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Buyer Parent or the Merger SubsSub; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, Encumbrance or restriction in favor of any Person Person, except for any Permitted Encumbrance, upon any of the properties or assets of the Buyer Parent or the Merger SubsSub, except with respect to Section 5.3(i)(y) above any such violations, breaches, conflicts, defaults or acceleration as are immaterial. No Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer Parent or the Merger Subs Sub of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer or the Parent and Merger Subs Sub of the transactions contemplated hereby or thereby. Each of Parent and Merger Sub has given all notices, made all filings and obtained all consents set forth on Schedule 5.3 or will have done so prior to Closing.

No Violation to Result. The Except as set forth on Schedule 5.3, the execution, delivery and performance by each of the Buyer and the Merger Subs of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by by, (x) any of the terms of the bylaws, articles Certificate of incorporation Incorporation or other governing documents Bylaws of the Buyer or the Merger Subs or any resolution adopted by the shareholders board of directors of the Buyer or stockholders of the Merger SubsBuyer, or (y) any note, debt instrument, security agreement, mortgage or any other contract Contract to which the Buyer or the Merger Subs is a party or by which it is bound bound; or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Buyer or the Merger SubsBuyer; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person Person, except for any Permitted Encumbrance, upon any of the properties or assets of the Buyer Buyer, except with respect to Section 5.3(i)(y) above any such violations, breaches, conflicts, defaults or the Merger Subsacceleration as are immaterial. No Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer or the Merger Subs of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer or the Merger Subs of the transactions contemplated hereby or thereby.

No Violation to Result. The execution, delivery and performance by each of the Buyer and the Merger Subs Company of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs Company of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the bylaws, articles of incorporation or other governing documents of the Buyer or the Merger Subs or any resolution adopted by the shareholders of the Buyer or the Merger Subs, (y) any note, debt instrument, security agreement, mortgage or any other contract to which the Buyer or the Merger Subs Company is a party or by which it Company is bound or (z) any material law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority government authority applicable to the Buyer or the Merger SubsCompany; (ii) give any Government Authority government authority or other Person person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbranceencumbrance, lien, or claim, or the possibility of Encumbranceany encumbrance, lien or claim, or restriction in favor of any Person person upon the Shares or any of the properties or assets of Company. Except for a current report on Form 8-K under the Buyer or the Merger Subs. No 1934 Act, no notice to, filing with, or consent of, any Person person is necessary in connection with with, nor is any “change of control” provision triggered by, the execution, delivery or performance by the Buyer or the Merger Subs Company of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer or the Merger Subs Company of the transactions contemplated hereby or thereby. Company has given all notices, made all filings (other than a current report on Form 8-K) and obtained all consents necessary for the consummation of the transactions contemplated herein.

No Violation to Result. The Except as set forth on Schedule 4.3, the execution, delivery and performance by each of the Buyer and the Merger Subs Seller of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs Seller of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) (x) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the bylaws, articles of incorporation or other governing documents of the Buyer or the Merger Subs or any resolution adopted by the shareholders of the Buyer or the Merger Subs, (y) any note, debt instrument, security agreement, mortgage or any other contract to which the Buyer or the Merger Subs such Seller is a party or by which it is bound bound, except with respect to any violations, breaches, defaults, or accelerations that are immaterial in the aggregate, (y) with respect to any Seller that is a trust, any of the terms of such trust’s trust agreement or other formation documents, or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Buyer or the Merger Subssuch Seller; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares or any of the properties or assets of the Buyer Company or the Merger Subsany Subsidiary. No Other than as set forth on Schedule 4.3, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer or the Merger Subs each Seller of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer or the Merger Subs such Seller of the transactions contemplated hereby or thereby. Each Seller has given all notices, made all filings and obtained all consents set forth on Schedule 4.3 or will have done so prior to Closing.

No Violation to Result. The Except as limited by the Restrictive Agreements, the execution, delivery and performance by each of the Buyer and the Merger Subs Seller of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs Seller of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the bylaws, articles of incorporation incorporation, bylaws or other governing documents of the Buyer or the Merger Subs Seller or any resolution adopted by the shareholders board of directors of the Buyer or the Merger SubsSeller, if applicable, (y) any note, debt instrument, security agreement, mortgage or any other contract to which the Buyer or the Merger Subs Seller is a party or by which it Seller is bound or (z) to Seller’s knowledge, any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any nation, state or other instrumentality or political subdivision thereof (including any county or city), or any entity exercising executive, legislative, judicial, military, regulatory or administrative functions pertaining to any government (each, a “Government Authority Authority”) which is applicable to the Buyer or the Merger SubsSeller; (ii) to Seller’s knowledge, give any person, limited liability company, partnership, trust, unincorporated organization, corporation, association, joint stock company, business group, Government Authority or other Person entity (each, a “Person”) the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Units or any of the properties or assets of the Buyer or the Merger SubsSeller. No notice to, filing with, or consent of, any Person is necessary in connection with with, nor is any “change of control” provision triggered by, the execution, delivery or performance by the Buyer or the Merger Subs Seller of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer or the Merger Subs Seller of the transactions contemplated hereby or thereby, except as required by the Restrictive Agreements.

No Violation to Result. The execution, delivery and performance by each of the Buyer and the Merger Subs such Debtor of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs such Debtor of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the bylaws, articles of incorporation or other governing documents of the Buyer or the Merger Subs or any resolution adopted by the shareholders of the Buyer or the Merger Subs, (y) any note, debt instrument, security agreement, mortgage or any other contract to which the Buyer or the Merger Subs such Debtor is a party or by which it such Debtor is bound or (z) any material law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority government authority applicable to the Buyer or the Merger Subssuch Debtor; (ii) give any Government Authority government authority or other Person person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbranceencumbrance, lien, or claim, or the possibility of Encumbranceany encumbrance, lien or claim, or restriction in favor of any Person person upon the Exchange Note or any of the properties or assets of the Buyer or the Merger Subssuch Debtor. No notice to, filing with, or consent of, any Person person is necessary in connection with with, nor is any “change of control” provision triggered by, the execution, delivery or performance by the Buyer or the Merger Subs such Debtor of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer or the Merger Subs such Debtor of the transactions contemplated hereby or thereby. Such Debtor has given all notices, made all filings and obtained all consents necessary for the consummation of the transactions contemplated herein.

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by each of the Buyer and the Merger Subs Company of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer and the Merger Subs Company of the transactions contemplated hereby and therebythereby and the fulfillment by the Company of the terms hereof and thereof: (i) are not in violation or breach of, do not and will not, directly or indirectly (conflict with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, and shall not accelerate or permit the acceleration of the performance required by (x) by, any of the terms of the bylaws, articles Certificate of incorporation or other governing documents Incorporation of the Buyer Company or the Merger Subs or any resolution adopted by the shareholders of the Buyer or the Merger Subs, (y) any note, debt instrument, security agreement, mortgage or any other contract or agreement, written or oral, to which the Buyer Company or the Merger Subs any Subsidiary is a party or by which it is bound bound; (ii) shall not be an event which, after notice or lapse of time or both, will result in any such violation, breach, conflict, default, or acceleration; (ziii) to the Company's Knowledge, shall not result in a violation under any law, judgment, decree, order, rule, regulation, permit, license permit or other legal requirement of any Government Authority applicable to the Buyer Company or the Merger Subsany Subsidiary; and (iiiv) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) shall not result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Shares acquired by the Investor or any of the properties or assets of the Buyer Company or the Merger Subsany Subsidiary. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with for the execution, delivery or performance by the Buyer or the Merger Subs Company of this Agreement and the other documents contemplated hereby nor or the consummation by the Buyer or the Merger Subs Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3, including without limitation any consents required from financial institutions.

No Violation to Result. The execution, delivery and performance by each of the Buyer Parent and the Merger Subs Sub of this Agreement and the other documents contemplated hereby and the consummation by each of the Buyer Parent and the Merger Subs Sub of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by by, (x) any of the terms of the bylaws, articles Certificate of incorporation Incorporation or other governing documents Bylaws of the Buyer Parent or the Merger Subs Sub or any resolution adopted by the shareholders board of the Buyer directors of Parent or the Merger SubsSub or stockholders of Parent or Merger Sub, or (y) any note, debt instrument, security agreement, mortgage Contract or any other contract encumbrance to which the Buyer Parent or the Merger Subs Sub is a party or by which it is bound bound; or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Buyer Parent or the Merger SubsSub; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person Person, upon any of the properties or assets of the Buyer Parent or the Merger SubsSub. No Other than expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer Parent or the Merger Subs Sub of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer Parent or the Merger Subs Sub of the transactions contemplated hereby or thereby.