No Violations; Consents and Approvals. (i) The execution, delivery or performance by O&G of each Transaction Document to which it is or will be a party or the consummation by O&G of the transactions contemplated thereby (A) will not result in a violation or breach of its articles or certificate of incorporation or by-laws (or other organizational documents) or (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any Lien upon any of the properties or assets of O&G or the Company and its Subsidiaries under any judgment, order, decree, statute, law, regulation or rule applicable to O&G. (ii) Except for consents, approvals, orders, authorizations, registrations, declarations or filings as may be required under, and other applicable requirements of, the HSR Act (and filings after the Closing, if any, under Regulation D, Section 13(d) and/or Section 16 of the Exchange Act), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to O&G in connection with the execution, delivery or performance by O&G of each Transaction Document to which it is or will be a party or the consummation by O&G of the transactions contemplated hereby and thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations, filings or agreements would not have a Material Adverse Effect on O&G).
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Samples: Securities Purchase Agreement (Perini Corp), Securities Purchase Agreement (American International Group Inc)
No Violations; Consents and Approvals. (i) The execution, delivery or performance by O&G TSC of each Transaction Document to which it is or will be a party or the consummation by O&G TSC of the transactions contemplated thereby (A) will not result in a violation or breach of its articles or certificate of incorporation or by-laws (or other organizational documents) or (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any Lien upon any of the properties or assets of O&G TSC or the Company and its Subsidiaries under any judgment, order, decree, statute, law, regulation or rule applicable to O&G.TSC.
(ii) Except for consents, approvals, orders, authorizations, registrations, declarations or filings as may be required under, and other applicable requirements of, the HSR Act (and filings after the Closing, if any, under Regulation D, Section 13(d) and/or Section 16 of the Exchange Act), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to O&G TSC in connection with the execution, delivery or performance by O&G TSC of each Transaction Document to which it is or will be a party or the consummation by O&G TSC of the transactions contemplated hereby and thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations, filings or agreements would not have a Material Adverse Effect on O>SC).
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No Violations; Consents and Approvals. (i) The Neither the execution, delivery or performance by O&G the Company of each Transaction Document to which it is or will be a party or this Agreement nor the consummation by O&G the Company of the transactions contemplated thereby hereby (A) require approval by the stockholders of the Company, (B) will not result in a violation or breach of its articles the Company Charter or certificate the Company Bylaws or the charter or bylaws of incorporation or by-laws (or other organizational documents) the Company’s Subsidiary or (BC) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any Lien lien, mortgage, charge, encumbrance or security interest of any kind (a “Lien”) upon any of the properties or assets of O&G the Company or its Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement to which the Company or its Subsidiary is a party (each a “Contract”), except, in the case of clause (C), for violations, breaches, defaults, rights of termination, revocations, cancellations or accelerations or Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries under any judgmentSubsidiary, order, decree, statute, law, regulation or rule applicable to O&G.taken as a whole.
(ii) Except for consents, approvals, orders, authorizations, registrations, declarations filings or filings consents as may be required under, and other applicable requirements of, (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), (B) applicable securities laws and filings after the Closing, if any, under Regulation D, Section 13(d(C) and/or Section 16 of the Exchange ActNasdaq Marketplace Rule 5250(e)(2), no consent, approval, order or authorization of, or registration, declaration or filing with, any government or any court, administrative agency or commission or other governmental authority or agency, federal, state, local or foreign (a “Governmental Entity Entity”), is required with respect to O&G the Company in connection with the execution, delivery or performance by O&G the Company of each Transaction Document to which it is or will be a party this Agreement or the consummation by O&G the Company of the transactions contemplated hereby and thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrationsfilings would not, declarationsindividually or in the aggregate, filings or agreements would not have a Material Adverse Effect on O&Gthe Company and its Subsidiary, taken as a whole).
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Samples: Securities Purchase Agreement (Infinity Pharmaceuticals, Inc.)
No Violations; Consents and Approvals. (i) The execution, delivery or performance by O&G National Union of each Transaction Document to which it is or will be a party or the consummation by O&G National Union of the transactions contemplated thereby (A) will not result in a violation or breach of its articles or certificate of incorporation or by-laws (or other organizational documents) or (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any Lien upon any of the properties or assets of O&G National Union or the Company and its Subsidiaries under any judgment, order, decree, statute, law, regulation or rule applicable to O&G.National Union.
(ii) Except for consents, approvals, orders, authorizations, registrations, declarations or filings as may be required under, and other applicable requirements of, the HSR Act (and filings after the Closing, if any, under Regulation D, Section 13(d) and/or Section 16 of the Exchange Act), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to O&G National Union in connection with the execution, delivery or performance by O&G National Union of each Transaction Document to which it is or will be a party or the consummation by O&G National Union of the transactions contemplated hereby and thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations, filings or agreements would not have a Material Adverse Effect on O&GNational Union).
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No Violations; Consents and Approvals. (i) The executionExcept as set forth on Schedule 4.3, neither the execution and delivery by such Company of this Agreement or performance by O&G of each Transaction Document the other documents and instruments to which it is or will be a party or executed and delivered hereunder, nor the consummation by O&G such Company of the transactions contemplated hereby and thereby will (Ai) will not violate any provision of its articles of organization or its LLC Agreement, (ii) result in a violation or breach of its articles or certificate of incorporation or by-laws (or other organizational documents) or (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any Lien upon any of the properties terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, guarantee, lease, license, agreement or other instrument or obligation to which such Company is a party or by which it or any of its assets may be bound, (iii) require any authorization, consent or approval by, filing with or notice to any Governmental Entity, except for (A) the requirements of O&G any Competition Law, applicable to the transactions contemplated hereby, (B) such authorizations, consents, approvals, filings or notices, the Company failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on such Company’s ability to perform its obligations hereunder and (C) such authorizations, consents, approvals, filings or notice requirements that become applicable solely as a result of the specific regulatory status of the Purchaser or any of its Subsidiaries under Affiliates, or (iv) violate any judgmentorder, orderwrit, injunction, decree, statute, law, rule or regulation or rule applicable to O&G.
such Company any of its properties or assets; except in the case of clauses (ii) Except through (iv) above for consentssuch violations, approvals, orders, authorizations, registrations, declarations breaches or filings as may be required under, and other applicable requirements of, the HSR Act (and filings after the Closing, if any, under Regulation D, Section 13(d) and/or Section 16 of the Exchange Act), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect defaults which are not reasonably likely to O&G in connection with the execution, delivery or performance by O&G of each Transaction Document to which it is or will be a party or the consummation by O&G of the transactions contemplated hereby and thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations, filings or agreements would not have a Material Adverse Effect on O&G)Effect.
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Samples: Purchase Agreement (Cardtronics Inc)
No Violations; Consents and Approvals. (i) The execution, delivery or performance by O&G TSC of each Transaction Document to which it is or will be a party or the consummation by O&G TSC of the transactions contemplated thereby (A) will not result - in a violation or breach of its articles or certificate of incorporation or by-laws (or other organizational documents) or (B) subject to the governmental filings and other matters referred - to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any Lien upon any of the properties or assets of O&G TSC or the Company and its Subsidiaries under any judgment, order, decree, statute, law, regulation or rule applicable to O&G.TSC.
(ii) Except for consents, approvals, orders, authorizations, registrations, declarations or filings as may be required under, and other applicable requirements of, the HSR Act (and filings after the Closing, if any, under Regulation D, Section 13(d) and/or Section 16 of the Exchange Act), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to O&G TSC in connection with the execution, delivery or performance by O&G TSC of each Transaction Document to which it is or will be a party or the consummation by O&G TSC of the transactions contemplated hereby and thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations, filings or agreements would not have a Material Adverse Effect on O>SC).
Appears in 1 contract
Samples: Securities Purchase Agreement (American International Group Inc)