Common use of No Violation to Result Clause in Contracts

No Violation to Result. Except as set forth on Schedule 4.2, the execution, delivery and performance by the Significant Stockholders of this Agreement and the other documents contemplated hereby and the consummation by the Significant Stockholders of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time or both): (a) (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by, any Contract to which any of the Significant Stockholders is a party or by which any of the Significant Stockholders or the Significant Stockholders’ assets are bound or (ii) violate any Law or other legal requirement of any Government Authority applicable to any Significant Stockholder; (b) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (c) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Company Stock or any of the properties or assets of the Company. Other than as set forth on Schedule 4.2, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Significant Stockholders of this Agreement and the other documents contemplated hereby nor the consummation by the Significant Stockholders of the transactions contemplated hereby or thereby. The Significant Stockholders have given all notices, made all filings and obtained all consents set forth on Schedule 4.2 or will have done so prior to Closing.

Appears in 2 contracts

Samples: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Veeco Instruments Inc)

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No Violation to Result. Except as set forth on Schedule 4.2, the execution, delivery and performance by the Significant Stockholders Shareholders of this Agreement and the other documents contemplated hereby and the consummation by the Significant Stockholders Shareholders of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time or both): ): (a) (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by, any Contract to which any of the Significant Stockholders Shareholders is a party or by which any of the Significant Stockholders Shareholders or the Significant StockholdersShareholders’ assets are bound or (ii) violate any Law or other legal requirement of any Government Authority applicable to any Significant StockholderShareholder; (b) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (c) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Company Stock or any of the properties or assets of the Company. Other than as set forth on Schedule 4.2, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Significant Stockholders Shareholders of this Agreement and the other documents contemplated hereby nor the consummation by the Significant Stockholders Shareholders of the transactions contemplated hereby or thereby. The Significant Stockholders Shareholders have given all notices, made all filings and obtained all consents set forth on Schedule 4.2 or will have done so prior to Closing.

Appears in 1 contract

Samples: Merger Agreement (Sourcefire Inc)

No Violation to Result. Except as set forth on Schedule 4.24.3, the execution, delivery and performance by the Significant Stockholders each Seller of this Agreement and the other documents contemplated hereby and the consummation by the Significant Stockholders each Seller of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time or both): time): (ai) (ix) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required byby any note, any Contract bond, mortgage, contract, license, lease or other agreement or arrangement, oral or written, to which any of the Significant Stockholders such Seller is a party or by which such Seller or such Seller’s assets are bound, (y) with respect to any Seller that is a trust, any of the Significant Stockholders terms of such trust’s trust agreement or the Significant Stockholders’ assets are bound other formation documents, or (iiz) violate any Law or other legal requirement of any Government Authority applicable to any Significant Stockholdersuch Seller; (bii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any 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 4.24.3, 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, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Significant Stockholders each Seller of this Agreement and the other documents contemplated hereby nor the consummation by the Significant Stockholders such Seller of the transactions contemplated hereby or thereby. The Significant Stockholders have Each Seller has given all notices, made all filings and obtained all consents set forth on Schedule 4.2 4.3 or will have done so prior to Closing.

Appears in 1 contract

Samples: Share Purchase Agreement (Si International Inc)

No Violation to Result. Except as set forth on Schedule 4.2, the execution, delivery and performance by the Significant Stockholders Stockholder of this Agreement and the other documents contemplated hereby and the consummation by the Significant Stockholders Stockholder of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time or both): ): (a) (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by, by any Contract to which any of the Significant Stockholders Stockholder is a party or by which any of the Significant Stockholders Stockholder or the Significant Stockholders’ Stockholder’s assets are bound bound, or (ii) violate any Law or other legal requirement of any Government Governmental Authority applicable to any Significant the Stockholder; (b) give any Government Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (c) result in the creation or imposition of any 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 4.2, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Significant Stockholders Stockholder of this Agreement and the other documents contemplated hereby nor the consummation by the Significant Stockholders Stockholder of the transactions contemplated hereby or thereby. The Significant Stockholders have Stockholder has given all notices, made all filings and obtained all consents set forth on Schedule 4.2 or will have done so prior to Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Defense Technology & Systems, Inc.)

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No Violation to Result. Except as set forth on Schedule 4.2, the execution, delivery and performance by the Significant Stockholders Stockholder of this Agreement and the other documents contemplated hereby and the consummation by the Significant Stockholders Stockholder of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time or both): ): (a) (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by, any Contract to which any of the Significant Stockholders Stockholder is a party or by which any of the Significant Stockholders Stockholder or the Significant Stockholders’ Stockholder’s assets are bound or (ii) violate any Law or other legal requirement of any Government Authority applicable to any the Significant Stockholder; (b) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (c) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Company Common Stock or any of the properties or assets of the Company. Other than as set forth on Schedule 4.2, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Significant Stockholders Stockholder of this Agreement and the other documents contemplated hereby nor the consummation by the Significant Stockholders Stockholder of the transactions contemplated hereby or thereby. The Significant Stockholders have Stockholder has given all notices, made all filings and obtained all consents with respect to the Significant Stockholder set forth on Schedule 4.2 or will have done so prior to Closing.

Appears in 1 contract

Samples: Merger Agreement (STG Group, Inc.)

No Violation to Result. Except as set forth on Schedule 4.2, the execution, delivery and performance by the Significant Stockholders such Stockholder of this Agreement and the other documents contemplated hereby and the consummation by the Significant Stockholders such Stockholder of the transactions contemplated hereby and thereby, 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 organizational documents of such Stockholder or (ii) any Law applicable to such Stockholder; (b) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by, by any Contract to which any of the Significant Stockholders such Stockholder is a party or by which any of the Significant Stockholders such Stockholder or the Significant Stockholders’ such Stockholder’s assets are bound or (ii) violate any Law or other legal requirement of any Government Authority applicable to any Significant Stockholder; (b) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreementbound; or (c) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction 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 4.2, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Significant Stockholders such Stockholder of this Agreement and the other documents contemplated hereby nor or the consummation by the Significant Stockholders such Stockholder of the transactions contemplated hereby or thereby. The Significant Stockholders have given all notices, made all except for (w) the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (x) compliance with and filings under the NISPOM; (y) compliance with and obtained all consents set forth on Schedule 4.2 filings under the 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 other applicable Antitrust Laws, and the expiration or will have done so prior to Closingtermination of the waiting period required thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Defense & National Security Systems, Inc.)

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