No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby 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 Certificate of Incorporation or Bylaws of the Company or any resolution adopted by the board of directors of the Company or the Stockholders, or (y) any Significant Contract, or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Company or any of its Subsidiaries; (ii) give any Person the right to declare a default, exercise any remedy or accelerate the performance or maturity under any such Significant Contract or cancel, terminate or modify any such Significant 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 of its Subsidiaries; or (v) result in the creation or imposition of any Encumbrance upon the Company Stock or any of the properties or assets of the Company. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby.
Appears in 2 contracts
Samples: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Veeco Instruments Inc)
No Violation to Result. Except Other than as set forth on Schedule 3.3would not reasonably be expected to be material to the Company, individually or in the aggregate, the execution, delivery and performance by the Company such Seller of this Agreement and the other documents contemplated hereby and the consummation by the Company such Seller of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, 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 Certificate of Incorporation or Bylaws of the Company note, debt instrument, security agreement, mortgage or any resolution adopted other Contract (defined below) to which such Seller is a party or by the board of directors of the Company or the Stockholders, which he is bound or (y) any Significant Contract, or (z) 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 Company or any of its Subsidiariessuch Seller; (ii) give any Person the right to declare a defaultperson, exercise any remedy or accelerate the performance or maturity under any such Significant Contract or cancellimited liability company, terminate or modify any such Significant Contract; (iii) give any 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; (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 of its Subsidiaries; or (viii) result in the creation or imposition of any Encumbrance Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Company Stock Tickeri Shares or any of the properties or assets of the Company. Other Company other than as set forth on Schedule 3.3, no notice to, in the Notes. No filing with, or consent of, any Person is necessary in connection with, and no nor is any “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company such Seller of this Agreement and the other documents contemplated hereby or nor the consummation by the Company Seller of the transactions contemplated hereby or thereby.
Appears in 2 contracts
Samples: Merger Agreement (Humbl, Inc.), Merger Agreement (Humbl, Inc.)
No Violation to Result. Except as set forth on Schedule 3.3provided in Section 5.15, the execution, delivery and performance by the Company such Seller of this Agreement and the other documents contemplated hereby and the consummation by the Company such Seller of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, 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 Certificate of Incorporation or Bylaws of the Company note, debt instrument, security agreement, mortgage or any resolution adopted other Contract (defined below) to which such Seller is a party or by the board of directors of the Company which he or the Stockholders, it is bound or (y) any Significant Contract, or (z) 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 Company or any of its Subsidiariessuch Seller; (ii) give any Person the right to declare a defaultperson, exercise any remedy or accelerate the performance or maturity under any such Significant Contract or cancellimited liability company, terminate or modify any such Significant Contract; (iii) give any 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; (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 of its Subsidiaries; or (viii) result in the creation or imposition of any Encumbrance or restriction in favor of any Person upon any of the Company Stock Monster Interests or any of the properties or assets of the Company. Other than Except for the PPP Loan (as set forth on Schedule 3.3defined below), no notice to, filing with, or consent of, any Person is necessary in connection with, and no nor is any “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company such Seller of this Agreement and the other documents contemplated hereby or nor the consummation by the Company such Seller of the transactions contemplated hereby or thereby.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Humbl, Inc.), Membership Interest Purchase Agreement (Humbl, Inc.)
No Violation to Result. Except as set forth on Schedule 3.3, the The execution, delivery and performance by the Company Seller of this Agreement and the other documents contemplated hereby and the consummation by the Company Seller of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, 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 Certificate articles of Incorporation incorporation, bylaws or Bylaws other governing documents of the Company or any resolution adopted by the board of directors of the Company or the StockholdersCompany, or if applicable, (y) any Significant Contractnote, debt instrument, security agreement, mortgage or any other contract to which the Seller is a party or by which he is bound or (z) 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 Company or any of its SubsidiariesSeller; (ii) give any Person the right to declare a defaultperson, exercise any remedy or accelerate the performance or maturity under any such Significant Contract or cancellimited liability company, terminate or modify any such Significant Contract; (iii) give any 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; (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 of its Subsidiaries; or (viii) result in the creation or imposition of any Encumbrance Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Company Stock Shares or any of the properties or assets of the Company. Other than as set forth on Schedule 3.3, no No notice to, filing with, or consent of, any Person is necessary in connection with, and no nor is any “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company Seller of this Agreement and the other documents contemplated hereby or nor the consummation by the Company Seller of the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bluewater Partners, S.A.)
No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate or conflict with (i) any of the terms of the certificate of incorporation or bylaws of the Company or (ii) any Law applicable to the Company or any of its Subsidiaries, (b) in any material respect 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 Certificate of Incorporation or Bylaws of the Company or any resolution adopted by the board of directors of the Company or the Stockholders, or (y) any Significant Contract, or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable Material Contract to which the Company or any of its SubsidiariesSubsidiaries is a party or by which they or their assets are bound; (iic) give any Person the right to declare a default, default or exercise any remedy or accelerate the performance or maturity under any such Significant Material Contract or cancel, terminate or modify any such Significant Material Contract; (iiid) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any material permit or license that is held by the Company or any of its Subsidiaries; or (ve) result in the creation or imposition of any Encumbrance other than a Permitted Encumbrance in favor of any Person upon any of the Company Stock Shares or any of the properties or assets of the CompanyCompany or any of its Subsidiaries. Other than as set forth on Schedule 3.3, (i) with respect to Material Contracts, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision is in any Material Contract or otherwise is, or will be, triggered by, and (ii) other than with respect to Material Contracts, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, the authorization, approval, adoption, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby, except for (w) the filing of a joint voluntary notice with the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to the Exon-Fxxxxx Amendment to the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended by the Foreign Investment and Security Act of 2007, 50 U.S.C. App. §2170 (“FINSA”), and written confirmation by CFIUS of the successful completion of the FINSA review process; (x) compliance with and filings under the National Industrial Security Program Operating Manual (“NISPOM”); (y) compliance with and filings under the International Traffic in Arms Regulations (“ITAR”); and (z) the filing of a notification and report form by the Company under the HSR Act, if required, and any other filings under applicable antitrust, competition, trade regulation or merger control Law (together with the HSR Act, the “Antitrust Laws”), and the expiration or termination of the waiting period required thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Defense & National Security Systems, Inc.)
No Violation to Result. Except as set forth on Schedule 3.3limited by the Restrictive Agreements (as defined in the Purchase Agreement), the execution, delivery and performance by the Company of each party to this Agreement and the other documents contemplated hereby and the consummation by the Company parties of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, 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 Certificate bylaws, articles of Incorporation incorporation or Bylaws other governing documents of the Company such party, if any, or any resolution adopted by the board shareholders of directors of the Company or the Stockholderssuch party, or if any, (y) any Significant Contractnote, debt instrument, security agreement, mortgage or any other contract to which such party is a party or by which it is bound or (z) to such party’s knowledge, any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any entity exercising executive, legislative, judicial, military, regulatory, or administrative functions pertaining to any government (“Government Authority Authority”) applicable to the Company or any of its Subsidiariessuch party; (ii) give any Person the right to declare a defaultsuch party’s knowledge, exercise any remedy or accelerate the performance or maturity under any such Significant Contract or cancel, terminate or modify any such Significant Contract; (iii) give any Government Authority or other Person 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 of its Subsidiaries; or (viii) result in the creation or imposition of any Encumbrance encumbrance, possibility of encumbrance, or restriction in favor of any person upon the Company Stock or any of the properties or assets of the Companysuch party. Other than as set forth on Schedule 3.3required by the Restrictive Agreements, no notice to, filing with, or consent of, any Person person is necessary in connection with, and no “change of control” provision is triggered by, with the approval, adoption, execution, delivery or performance by the Company of this Agreement such party and the other documents contemplated hereby or nor the consummation by the Company of the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Separation and Standstill Agreement (United American Healthcare Corp)
No Violation to Result. Except as set forth on Schedule 3.3, the The execution, delivery and performance by the Company Seller of this Agreement and the other documents contemplated hereby and the consummation by the Company Seller of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, 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 Certificate of Incorporation or Bylaws of the Company note, debt instrument, security agreement, mortgage or any resolution adopted other Contract (defined below) to which the Seller is a party or by the board of directors of the Company or the Stockholders, which he is bound or (y) any Significant Contract, or (z) 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 Company or any of its SubsidiariesSeller; (ii) give any Person the right to declare a defaultperson, exercise any remedy or accelerate the performance or maturity under any such Significant Contract or cancellimited liability company, terminate or modify any such Significant Contract; (iii) give any 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; (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 of its Subsidiaries; or (viii) result in the creation or imposition of any Encumbrance Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Company Stock Shares or any of the properties or assets of the Company. Other than as set forth on Schedule 3.3, no No notice to, filing with, or consent of, any Person is necessary in connection with, and no nor is any “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company Seller of this Agreement and the other documents contemplated hereby or nor the consummation by the Company Seller of the transactions contemplated hereby or thereby.
Appears in 1 contract