Common use of No Violations; Consents and Approvals Clause in Contracts

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Purchaser does not, and the consummation by each of Parent and Purchaser of the Transactions will not: (i) conflict with any provisions of the Parent or Purchaser Constituent Documents; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which Parent or Purchaser is a party or by which Parent or Purchaser or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Parent or any Parent Subsidiary or (v) cause the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of Parent’s businesses or ownership of its assets and properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Parent Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent BGCP and Purchaser does not, and the consummation by each of Parent BGCP and Purchaser of the Transactions Offer will not: (i) conflict with any provisions of the Parent BGCP or Purchaser Constituent Documents; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which Parent BGCP or Purchaser is a party or by which Parent BGCP or Purchaser or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Parent BGCP or any Parent BGCP Subsidiary or (v) cause the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of ParentBGCP’s businesses or ownership of its assets and properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Parent BGCP Material Adverse Effect.

No Violations; Consents and Approvals. (a) The Except as set forth in Schedule 3.4(a) of the Disclosure Schedule, neither the execution and delivery of this Agreement by each of Parent and Purchaser does not, and the Company nor the consummation by each of Parent and Purchaser the Company of the Transactions transactions contemplated hereby will not: (i) conflict with assuming stockholder approval as contemplated by Section 6.7 hereof has been obtained, violate any provisions provision of the Parent Amended and Restated Certificate of Incorporation or Purchaser Constituent Documents; By-Laws of the Company or the equivalent organizational documents of its Subsidiaries, (ii) violate any Law result in a violation or rules of any Self-Regulatory Organization breach of, or constitute (assuming compliance with the matters set forth in Section 3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with or without notice or lapse of time or otherwiseboth) a default (or give rise to any right of termination, in any violationamendment, default cancellation or loss of a benefit acceleration) under, or permit the acceleration or termination provisions of any obligation under or require any consent undernote, any mortgage, indenture, guarantee, lease, license, contract, agreement or other instrument, permit, concession, grant, franchise or license instrument to which Parent the Company or Purchaser any of its Subsidiaries is a party or by which Parent or Purchaser any of them or any of their respective assets or properties may be boundbound or (iii) assuming that all consents, authorizations and approvals contemplated by Section 3.4(b) have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their assets; in each case, except for such violations, breaches, defaults, terminations, amendments, cancellations or accelerations which (ivx) would not prevent the Merger, (y) would not result in a Material Adverse Effect or (z) result in from the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets regulatory status of Parent or any Parent Subsidiary or (v) cause the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of Parent’s businesses or ownership of its assets and properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Parent Material Adverse EffectPurchaser.

No Violations; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by each of this Agreement nor compliance by Parent and the Purchaser does not, and the consummation by each of Parent and Purchaser with any of the Transactions provisions of this Agreement will not: (i) conflict with violate any provisions provision of the Parent its charter or Purchaser Constituent Documents; bylaws, (ii) violate any Law result in a violation or rules of any Self-Regulatory Organization breach of, or constitute (assuming compliance with the matters set forth in Section 3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with or without due notice or lapse of time or otherwise, in any violation, both) a default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgageof the terms, indentureconditions or provisions of any license, leasefranchise, permit or agreement or other instrument, permit, concession, grant, franchise or license to which Parent or the Purchaser is a party or by which Parent or the Purchaser or any of their respective assets its properties is bound, or properties may be bound; (iviii) result in the creation violate any statute, rule, regulation, order or imposition decree of any Lien (other than Permitted Liens) upon any properties public body or assets of authority by which Parent or the Purchaser or any Parent Subsidiary or (v) cause the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of Parent’s businesses or ownership of its assets and propertiesproperties is bound, except, in excluding from the case of foregoing clauses (ii), (iii), (iv) and (v)iii) violations, as do breaches, defaults or rights that, either individually or in the aggregate, would not constitute have a material adverse effect on Parent's or the Purchaser's ability to perform its obligations pursuant to this Agreement or consummate the transactions contemplated by this Agreement (a "Parent Material Adverse Effect") or for which Parent or the Purchaser has received or on or before Closing will have received appropriate consents or waivers.

No Violations; Consents and Approvals. (a) The execution Except as set forth on the Parent Disclosure Letter, neither the execution, delivery and delivery performance of this Agreement by each of Parent and Purchaser does not, and nor the consummation by each of Parent and Purchaser of the Transactions Merger or any other transactions contemplated hereby will not: (i) conflict with violate any provisions provision of the certificate of incorporation or the bylaws of Parent or Purchaser, or the certificate of incorporation, bylaws or similar governing documents of any of Parent’s or Purchaser’s respective Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Purchaser Constituent Documents; (ii) violate or any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit their respective Subsidiaries under, or permit result in the acceleration or termination trigger of any obligation under payment, time of payment, vesting or require increase in the amount of any consent undercompensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument, permit, concession, grant, franchise legally binding instrument or license obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or Purchaser any of them or any of their respective assets or properties may be bound; , or (iviii) result in the creation conflict with or imposition violate any Laws applicable to Parent or Purchaser, any of their respective Subsidiaries or any Lien (other than Permitted Liens) upon any of their respective properties or assets of Parent or any Parent Subsidiary or (v) cause the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of Parent’s businesses or ownership of its assets and properties, except, assets; except in the case of clauses clause (ii), (iii)for such conflicts, (iv) violations, breaches, defaults or Liens which individually or in the aggregate have not had, and (v)would not be reasonably likely to have or result in, as do not constitute a Parent Material Adverse EffectEffect on Parent.

No Violations; Consents and Approvals. (a) The execution Neither the execution, delivery and delivery performance of this Agreement by each of Parent and Purchaser does not, and Merger Sub nor the consummation by each of Parent and Purchaser Merger Sub of the Transactions transactions contemplated hereby will not: (i) conflict with violate any provisions provision of the Parent certificate of incorporation, bylaws or Purchaser Constituent Documents; similar governing documents of Parent, Merger Sub any of Parent’s Subsidiaries, (ii) violate any Law or rules violate, conflict with, result in a breach of any Self-Regulatory Organization (assuming compliance with provision of or the matters set forth in Section 3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a any benefit under, constitute a default (or permit an event which, with notice or lapse of time, or both, would constitute a default) under, result in the acceleration or termination of any obligation under or require any consent a right of termination, cancellation or amendment under, any mortgageaccelerate the performance required by, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which Parent or Purchaser is a party or by which Parent or Purchaser or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) ), upon any of the respective properties or assets of Parent or any of its Subsidiaries or result in the increase of any compensation or benefit payable pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, Contract, collective bargaining agreement or other instrument or obligation to which Parent Subsidiary or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, or (viii) cause the suspension conflict with or revocation of violate any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals Laws applicable to Parent or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of Parent’s businesses or ownership of its assets and propertiesSubsidiaries, exceptor any of their respective properties or assets, except in the case of clauses (ii), ) and (iii), (iv) for such conflicts, violations, breaches, defaults, terminations, rights, accelerations or Liens that, individually or in the aggregate, have not had, and (v)would not be reasonably likely to have or result in, as do not constitute a Parent Material Adverse EffectEffect on Parent.

No Violations; Consents and Approvals. (a) The execution and Neither the execution, delivery or performance of this Agreement or, if applicable, the Stock Option Agreement by each of Parent and the Purchaser does not, and nor the consummation by each of Parent and the Purchaser of the Transactions nor compliance by Parent and the Purchaser with any of the provisions hereof or thereof will not: (i) conflict with or result in any provisions breach of any provision of the respective certificate of incorporation or by-laws of Parent or Purchaser Constituent Documents; and the Purchaser, (ii) violate subject to obtaining the Company Required Approvals, require any Law filing with, or rules of permit, authorization, consent or approval of, any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 3.4(b) (Consents and Approvals)); Governmental Entity, (iii) resultresult in a violation or breach of, after the giving of notice, or constitute (with or without due notice or lapse of time or otherwiseboth) a default (or give rise to any right of termination, in any violation, default cancellation or loss of a benefit under, or permit the acceleration or termination result in the creation of any obligation Lien upon any of the properties or assets of Parent or its Subsidiaries) under any of the terms, conditions or require provisions of any consent undernote, any bond, mortgage, indenture, lease, license, permit, franchise, concession, contract, agreement or other instrument, permit, concession, grant, franchise instrument or license obligation to which Parent or Purchaser any of its Subsidiaries is a party or by which Parent or Purchaser any of them or any of their respective properties or assets or properties may be bound; bound or (iv) result in the creation violate any order, writ, injunction, judgment, decree, statute, law, rule, regulation, ordinance, permit or imposition license applicable to Parent, any of its Subsidiaries or any Lien (other than Permitted Liens) upon any of their properties or assets of Parent or any Parent Subsidiary or (v) cause assets, excluding from the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of Parent’s businesses or ownership of its assets and properties, except, in the case of foregoing clauses (ii), (iii), ) and (iv) violations, breaches, defaults, Liens and (v)failures to obtain filings, as do not constitute permits, authorizations, consents and approvals, which would not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and Neither the execution, delivery or performance of this Agreement or the Stock Option Agreement by each of 51 55 Parent and the Purchaser does not, and nor the consummation by each of Parent and the Purchaser of the Transactions transactions contemplated hereby or thereby nor compliance by Parent and the Purchaser with any of the provisions hereof or thereof will not: (i) conflict with or result in any provisions breach of any provision of the respective certificate of incorporation or by-laws of Parent or Purchaser Constituent Documents; and the Purchaser, (ii) violate subject to obtaining the Company Required Approvals, require any Law filing with, or rules of permit, authorization, consent or approval of, any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 3.4(b) (Consents and Approvals)); Governmental Entity, (iii) resultresult in a violation or breach of, after the giving of notice, or constitute (with or without due notice or lapse of time or otherwiseboth) a default (or give rise to any right of termination, in any violation, default cancellation or loss of a benefit under, or permit the acceleration or termination result in the creation of any obligation under or require any consent Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchise, concession, contract, agreement or other instrument, permit, concession, grant, franchise instrument or license obligation to which Parent or Purchaser any of its Subsidiaries is a party or by which Parent or Purchaser any of them or any of their respective properties or assets or properties may be bound; bound or (iv) result in the creation violate any order, writ, injunction, decree, statute, law, rule, regulation, ordinance, permit or imposition license applicable to Parent, any of its Subsidiaries or any Lien (other than Permitted Liens) upon any of their properties or assets of Parent or any Parent Subsidiary or (v) cause assets, excluding from the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of Parent’s businesses or ownership of its assets and properties, except, in the case of foregoing clauses (ii), (iii), ) and (iv) violations, breaches, defaults, Liens and (v)failures to obtain filings, as do not constitute permits, authorizations, consents and approvals, which would not, individually or in the aggregate, have a Parent Material Adverse Effect.