No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by him or her of the transactions contemplated hereby nor compliance by him or her with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (A) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which the Stockholder or any of the Stockholder's assets may be subject, or (B) require a Consent from any Person; except, in the case of clause (A), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Document Stockholder Agreement (Manufacturers Services LTD), Stockholder Agreement (Celestica Inc)
No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by the Stockholder Parent or Merger Sub nor the consummation by him or her them of the transactions contemplated hereby nor compliance by him or her them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which the Stockholder Parent or Merger Sub, or any of the Stockholder's respective assets owned or used by each of them, may be subject, or (Biii) require a Consent from any Person; except, in the case of clause clauses (Aii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Stockholder Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Stockholder Agreement (Celestica Inc), Stockholder Agreement (Celestica Inc)
No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws, neither the execution, delivery or performance of this Agreement by the Stockholder Parent or Merger Sub nor the consummation by him or her them of the transactions contemplated hereby nor compliance by him or her them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which the Stockholder Parent or Merger Sub, or any of the Stockholder's respective assets owned or used by each of them, may be subject, or (Biii) require a Consent from any Person; except, in the case of clause clauses (Aii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Stockholder Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Document Stockholder Agreement (Manufacturers Services LTD), Stockholder Agreement (Manufacturers Services LTD)
No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by him or her of the transactions contemplated hereby nor compliance by him or her with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (A) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement Governmental Regulation or any order, injunction, writ or decree to which the Stockholder Stockholder, or any of the Stockholder's assets ’s assets, may be subject, or (B) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clause (A), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent the Buyer or Merger the Transitory Sub from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect.
Appears in 4 contracts
Samples: Voting and Stockholder Option Agreement (Danaher Corp /De/), Voting and Stockholder Option Agreement (Danaher Corp /De/), Voting and Stockholder Option Agreement (Danaher Corp /De/)
No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws, neither the execution, delivery or performance of this Agreement by the such Stockholder nor the consummation by him or her it of the transactions contemplated hereby nor compliance by him or her it with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of such Stockholder, or (B) any resolution adopted by the board of directors or the stockholders of such Stockholder or any of its Subsidiaries; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which the such Stockholder or any of its Subsidiaries, or any of the Stockholder's assets owned or used by such Stockholder or any of its Subsidiaries, may be subject, or (Biii) require a Consent from any Person; except, in the case of clause clauses (Aii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the such Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Document Stockholder Agreement (Manufacturers Services LTD), Stockholder Agreement (Manufacturers Services LTD)
No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or performance of this Agreement by the Stockholder Investors or the Investor Representative nor the consummation by him the Investors or her the Investor Representative of the transactions contemplated hereby nor compliance by him the Investors or her the Investor Representative with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (A) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement Applicable Law or any order, injunction, writ or decree to which the Stockholder Investors, or any of the Stockholder's assets Investors’ assets, or the Investor Representative, or any of the Investor Representative’s assets, may be subject, or (B) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clause (A), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Stockholder Investors or the Investor Representative from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent Office Depot or Merger Sub OfficeMax from exercising their respective rights under this Agreement in any material respect.
Appears in 1 contract
No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by the such Stockholder nor the consummation by him or her such Stockholder of the transactions contemplated hereby nor compliance by him or her such Stockholder with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (A) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement governmental regulation or any order, injunction, writ or decree to which the Stockholder such Stockholder, or any of the such Stockholder's assets assets, may be subject, or (B) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clause (A), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the such Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub Bxxxxxxxx from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect.
Appears in 1 contract
Samples: Voting Agreement (Birner Mark A)
No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws and Sections 13(d) and 16 of the Exchange Act, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by him or her the Stockholder of the transactions contemplated hereby nor compliance by him or her the Stockholder with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (A) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement governmental regulation or any order, injunction, writ or decree to which the Stockholder Stockholder, or any of the Stockholder's assets ’s assets, may be subject, or (B) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clause clauses (A) and (B), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent the Parent or the Merger Sub from exercising their respective rights under this Agreement in any material respect.
Appears in 1 contract
No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by the Stockholder Bxxxxxxxx nor the consummation by him or her them of the transactions contemplated hereby nor compliance by him or her them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the charter, by-laws or other organizational document of Bxxxxxxxx, or (B) any resolution adopted by the board of Bxxxxxxxx; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement Governmental Regulation or any order, injunction, writ or decree to which the Stockholder Bxxxxxxxx, or any of the Stockholder's respective assets owned or used by each of them, may be subject, or (Biii) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clause clauses (Aii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Stockholder Bxxxxxxxx from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub Bxxxxxxxx from exercising their respective rights under this Agreement in any material respect.
Appears in 1 contract
Samples: Voting Agreement (Birner Mark A)