No Violations; Consents and Approvals. The execution and delivery of this Agreement and the Ancillary Documents to which Buyer is party by Buyer, and the consummation by it of the transactions contemplated hereby and thereby will not (i) violate any provision of the organizational documents of Buyer, (ii) violate any Law applicable to, binding upon or enforceable against Buyer or any permit held by Buyer, (iii) result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any Contract to which Buyer is a party or bound, or (iv) require the consent or approval of or notice to any Governmental Authority; except, in the case of clauses (ii) through (iv), for violations, breaches, defaults, events or required consents that in the aggregate would not reasonably be expected to materially hinder or impair the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.)
No Violations; Consents and Approvals. The Except as set forth on Section 4.04 and Section 5.03 of the Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Documents Related Agreements to which Buyer it is a party by the Buyer, and the consummation by it of the transactions contemplated hereby and thereby will not (ia) violate any provision of the organizational documents Organizational Documents of the Buyer, (iib) violate any Law applicable to, binding upon upon, or enforceable against Buyer or any permit held by the Buyer, (iiic) result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon abandon, or accelerate, any Contract to which the Buyer is a party or bound, (d) result in the creation or imposition of any Lien upon any of the property or assets of the Buyer, or (ive) except for such filings as may be required under the HSR Act or any other Antitrust Laws, filings (including information deemed to be furnished) with the SEC and notifications to the New York Stock Exchange, require the consent or approval of or notice to any Governmental Authority; exceptAuthority or any other Person, except in the case of clauses (ii) through (ivb), for violations(c), breaches, defaults, events or required consents that in the aggregate and (d) as would not reasonably be expected to materially hinder have, individually or impair in the consummation of the transactions contemplated herebyaggregate, a Buyer Material Adverse Effect.
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No Violations; Consents and Approvals. The execution Buyer’s execution, performance and delivery of this Agreement and the Ancillary Documents Related Agreements to which it is or will be a party, the compliance by the Buyer is party by Buyerwith any of the provisions hereof and thereof, and the consummation by it the Buyer of the transactions contemplated hereby and thereby Transactions will not not: (ia) violate any provision of the organizational documents Organizational Documents of the Buyer, ; (iib) violate any Law applicable to, binding upon or enforceable against the Buyer or in any permit held by Buyer, material respects; (iiic) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, under or give rise to a right of of, or result in, payment under or the right to terminate, amend, modify, abandon abandon, first offer, first refusal, or cancellation under or to the loss of benefit under or accelerate, any Contract to which the Buyer is or its Affiliates are a party or bound, or ; (ivd) require the consent or approval of or notice to any Governmental Authority; except, result in the case creation or imposition of clauses (ii) through (iv)any Lien upon any of the property or assets of the Buyer, for violations, breaches, defaults, events or required consents that in the aggregate except as would not reasonably be expected to materially hinder have a Buyer Material Adverse Effect; or impair (e) require a filing, order, registration, Permit, or declaration with, notice to or the consummation consent or Approval of any Governmental Authority or any other Person, except for the transactions contemplated herebyRegulatory Filings.
Appears in 1 contract
No Violations; Consents and Approvals. The Except as set forth on Section 4.04 of the Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Documents to which Buyer is party Related Agreements by Buyerthe Seller, as applicable, and the consummation by it the Seller of the transactions contemplated hereby and thereby will not (ia) violate any provision of the organizational documents Organizational Documents of Buyerthe Seller, (iib) violate any Law applicable to, binding upon upon, or enforceable against Buyer or any permit held by Buyerthe Seller, (iiic) result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon abandon, or accelerate, any Contract to which Buyer the Seller is a party or bound, (d) result in the creation or imposition of any Lien upon any of the Purchased Securities, or (ive) except for such filings as may be required under the HSR Act or any other Antitrust Laws, require the consent or approval of or notice to any Governmental Authority; exceptAuthority or any other Person, except in the case of the foregoing clauses (ii) through (ivb), for violations(c), breaches, defaults, events or required consents that in the aggregate and (d) as would not reasonably be expected to materially hinder have, individually or impair in the consummation of the transactions contemplated herebyaggregate, a Material Adverse Effect.
Appears in 1 contract
No Violations; Consents and Approvals. The Except as set forth on Section 4.04 of the Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Documents Related Agreements to which Buyer it is a party by Buyerthe Seller, and the consummation by it the Seller of the transactions contemplated hereby and thereby will not (ia) violate any provision of the organizational documents Organizational Documents of Buyerthe Seller, (iib) violate any material Law applicable to, binding upon upon, or enforceable against Buyer or any permit held by Buyerthe Seller, (iiic) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon abandon, or accelerate, any Contract to which Buyer the Seller is a party or bound, (d) result in the creation or imposition of any Lien upon any of the Outstanding Securities owned by the Seller or any asset or property of the Companies, or (ive) require the consent or approval of or notice to any Governmental Authority; except, in the case of clauses (ii) through (iv), for violations, breaches, defaults, events Authority or required consents that in the aggregate would not reasonably be expected to materially hinder or impair the consummation of the transactions contemplated herebyany other Person.
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No Violations; Consents and Approvals. The Except as set forth on Section 3.02(d) of the Disclosure Schedule, the execution and delivery of this Agreement and the each Ancillary Documents Document to which Buyer such Seller is party by Buyersuch Seller, and the consummation by it such Seller of the transactions contemplated hereby and thereby will not (i) violate any provision of the organizational documents of Buyersuch Seller, if an entity, (ii) violate any Law applicable to, binding upon or enforceable against Buyer or any permit held by Buyersuch Seller, (iii) result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any Contract to which Buyer such Seller is a party or bound, (iv) result in the creation or imposition of any Lien upon any of the shares of Company Stock owned by such Seller, or (ivv) require the consent or approval of or notice to any Governmental Authority; except, in the case of clauses (ii) through (iv), for violations, breaches, defaults, events or required consents that in the aggregate would not reasonably be expected to materially hinder or impair the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.)
No Violations; Consents and Approvals. The execution Except as set forth on Section 4.04 of the Disclosure Schedule, the execution, performance, and delivery of this Agreement and the Ancillary Documents Related Agreements to which Buyer it is a party by Buyerthe Seller, and the consummation by it the Seller of the transactions contemplated hereby and thereby will not (ia) violate any provision of the organizational documents Organizational Documents of Buyerthe Seller, (iib) violate any Law in any material respect applicable to, binding upon upon, or enforceable against Buyer or any permit held by Buyerthe Seller, (iiic) result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon abandon, or accelerate, any material Contract to which Buyer the Seller is a party or bound, (d) result in the creation or imposition of any Lien upon any of the Purchased Securities, or (ive) require the consent or approval of or notice to any Governmental Authority; exceptAuthority or any other Person. All consents, in approvals, authorizations, and orders necessary for the case execution and delivery of clauses (ii) through (iv), for violations, breaches, defaults, events or required consents that in this Agreement by the aggregate would not reasonably be expected to materially hinder or impair the consummation of the transactions contemplated herebySeller have been obtained.
Appears in 1 contract
Samples: Securities Purchase Agreement (Globis Acquisition Corp.)