Common use of No Violations; Consents Clause in Contracts

No Violations; Consents. (a) Except as listed on Schedule 3.3(a) of the Company Disclosure Schedule, neither the execution and delivery by Seller of this Agreement and the other agreements or documents contemplated hereby nor the consummation of the transactions contemplated herein or therein in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the articles of incorporation or by-laws (or other similar constituent documents with respect to any Person other than a corporation) of Seller or the Acquired Companies; or (ii) violate any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to Seller or any of the Acquired Companies or their respective properties or assets. (b) Except as listed on Schedule 3.3(b) of the Company Disclosure Schedule, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity or any other Person is required to be made by or with respect to Seller or any of the Acquired Companies in connection with the execution, delivery and performance of this Agreement or the other agreements or documents contemplated hereby or the consummation of the transactions contemplated hereby or thereby, or conduct by the Acquired Companies of their respective businesses following the Closing as conducted on the date hereof, other than those that may be required solely by reason of Buyer's participation in the transactions contemplated hereby and except where the failure to obtain such consent, approval or authorization of, or declare, file or register has not and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies.

No Violations; Consents. (a) Except as listed on Schedule 3.3(a) of the Company Disclosure Schedule, neither Neither the execution and delivery by Seller Parent and Merger Sub of this Agreement or any Related Document nor the consummation by Parent and Merger Sub of the Merger and the other agreements or documents transactions contemplated hereby nor the consummation of the transactions contemplated herein or therein thereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of will require any provisions of the articles of incorporation or by-laws (or other similar constituent documents with respect to any Person other than a corporation) of Seller or the Acquired Companies; or (ii) violate any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to Seller or any of the Acquired Companies or their respective properties or assets. (b) Except as listed on Schedule 3.3(b) of the Company Disclosure Schedule, no consent, approval or authorization of, notice to or declaration, filing or registration with, with any Governmental Entity or any Authority, other Person is than (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of other documents required to be made by or filed as a result of the Merger with respect to Seller the relevant Governmental Authorities in the states and foreign jurisdictions in which Parent, Merger Sub or any Parent Subsidiary is qualified to conduct business, (ii) the filing of the Acquired Companies in connection Proxy Statement/Prospectus with the executionSEC in accordance with the Exchange Act and the filing and effectiveness of the Registration Statement, delivery (iii) filings required under the HSR Act, including the filing of Notification and performance Report Forms with the FTC and the Antitrust Division of this Agreement the DOJ as required by the HSR Act, (iv) filings required under federal and state securities or “Blue Sky” Laws, applicable non-U.S. Laws or the other agreements or documents contemplated hereby or the consummation rules of the transactions contemplated hereby NYSE, and (v) any other applicable filings or therebynotifications under the antitrust, competition or conduct by similar Laws of foreign jurisdictions ((i), (ii), (iii), (iv) and (v) collectively, the Acquired Companies of their respective businesses following the Closing as conducted on the date hereof“Parent Regulatory Filings”), other than those that may be required solely by reason of Buyer's participation in the transactions contemplated hereby and except where the failure for any failures to obtain any such consent, approval or authorization ofor to make any such filing, notification or declare, file or register has not and would not reasonably be expected toregistration that, individually or in the aggregate, have do not constitute a Parent Material Adverse Effect on the Acquired CompaniesEffect.

No Violations; Consents. Except for (a) Except as listed on Schedule 3.3(a) the applicable requirements of the Company HSR Act, (b) any filings with Governmental Entities or other Authorizations necessary to transfer the Transferred Assets, and (c) the Authorizations listed in Section 7.4 of the TXMD Disclosure Schedule, neither the execution and delivery by Seller of this Agreement does not and, as of their delivery, the execution and the other agreements or documents contemplated hereby nor the consummation delivery of the transactions contemplated herein or therein in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the articles of incorporation or by-laws (or other similar constituent documents with respect to any Person other than a corporation) of Seller or the Acquired Companies; or (ii) violate any judgmentAncillary Agreements will not, order or decree, or statute, law, ordinance, rule or regulation applicable to Seller or any of the Acquired Companies or their respective properties or assets. (b) Except as listed on Schedule 3.3(b) of the Company Disclosure Schedule, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity or any other Person is required to be made by or with respect to Seller or any of the Acquired Companies in connection with the execution, delivery and performance of this Agreement or the other agreements or documents contemplated hereby or the consummation of the transactions contemplated hereby or therebyand thereby and the compliance with the terms hereof and thereof will not (i) violate any Law applicable to TXMD, the TXMD Group, the Product, the Transferred Assets, or conduct by the Acquired Companies Licensed IP, (ii) conflict with any provision of their respective businesses following the Closing as conducted on charter or by-laws (or similar organizational documents) of TXMD or any member of the date hereofTXMD Group, other than those that may be required solely by reason of Buyer's participation in the transactions contemplated hereby and except where the failure to obtain such (iii) require any approval, authorization, consent, approval or authorization oflicense, exemption, filing, or declareregistration with any court, file arbitrator, or register has Governmental Entity, (iv) violate or conflict with or require any approval, authorization or consent under any of TXMD’s or any other member of the TXMD Group indebtedness or other financing arrangements; or (v) constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under or give rise to any right of termination or cancellation of any Transferred Agreement, except with respect to the foregoing clauses (iii) and (v), for such approvals, authorizations, consents, licenses, exemptions, filings, or registrations which have been obtained or made or which, if not and obtained or made, would not reasonably be expected toexpected, individually or in the aggregate, have a Material Adverse Effect on to interfere with TXMD’s or any member of the Acquired CompaniesTXMD Group’s performance of its obligations hereunder.

No Violations; Consents. (a) Except as listed on Schedule 3.3(a) of the Company Disclosure Schedule, neither the execution and delivery by Seller of this Agreement and the other agreements or documents contemplated hereby nor the consummation of the transactions contemplated herein or therein in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the articles of incorporation or by-laws (or other similar constituent documents with respect to any Person other than a corporation) of Seller or the Acquired Companies; or (ii) violate any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to Seller or any of the Acquired Companies or their respective properties or assets. (b) Except as listed on Schedule 3.3(b) of the Company Disclosure Schedule, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity or any other Person is required to be made by or with respect to Seller or any of the Acquired Companies in connection with the The execution, delivery and performance of this Agreement or the other agreements or documents contemplated hereby or by Acquiror does not, and the consummation of the transactions contemplated hereby by this Agreement will not, (A) assuming all required stockholder, member and governmental approvals have been obtained and the applicable waiting periods have expired, violate any law, rule or therebyregulation or any judgment, decree, order, governmental permit or license to which Acquiror (or any of its properties) is subject, (B) violate the charter or bylaws of Acquiror or (C) constitute a breach or violation of, or conduct a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Acquiror under, any material note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which Acquiror is a party, or to which any of its properties or assets may be subject. (ii) No consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained in connection with the execution and delivery by Acquiror of this Agreement or the Acquired Companies consummation by Acquiror of their respective businesses following the Closing as conducted on Merger and the other transactions contemplated by this Agreement, except for filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of the related waiting period required by, federal and state banking authorities and the Department of Justice. As of the date hereof, other than those that may Acquiror knows of no reason pertaining to Acquiror why any of the approvals referred to in this Section 3.3(d) should not be required solely by reason obtained without the imposition of Buyer's participation any material condition or restriction described in the transactions contemplated hereby and except where the failure to obtain such consent, approval or authorization of, or declare, file or register has not and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Acquired CompaniesSection 6.1(b).

No Violations; Consents. (a) Except The execution, delivery and performance by Buyer, as listed on Schedule 3.3(a) of the Company Disclosure Scheduleapplicable, neither the execution and delivery by Seller of this Agreement and the other agreements or documents contemplated hereby nor the consummation of the transactions contemplated herein or therein in accordance with the terms hereof or thereof will: hereby and thereby will not (ia) conflict with or result in a breach violate any provision of any provisions Charter Documents of the articles Buyer; (b) violate, or require any consent, authorization or approval of, or exemption by, or filing under any provision of incorporation any law; statute, rule or by-laws regulation to which Buyer is subject; (or other similar constituent documents with respect to any Person other than a corporation) of Seller or the Acquired Companies; or (iic) violate any judgment, order order, writ or decreedecree of any court applicable to the transactions contemplated herein; or (d) conflict with, result in a breach of, constitute a default under, or statuteaccelerate or permit the acceleration of the performance required by, lawor require any consent, ordinanceauthorization or approval under any agreement, rule contract, commitment, lease or regulation applicable other instrument, document or undertaking to Seller which Buyer is a party or any of the Acquired Companies or their respective properties or assets. (b) Except as listed on Schedule 3.3(b) of the Company Disclosure Schedule, no its assets are bound. Buyer is not required to obtain any consent, approval waiver, authorization or authorization order of, give any notice to, or declaration, make any filing or registration with, any United States or other court or other federal, state, local or other Governmental Entity Authority or any other Person is required to be made by or with respect to Seller or any of the Acquired Companies in connection with the execution, delivery and performance by Buyer of this Agreement and the Related Agreements, except, (i) any consents required under any Contract or Property Lease of the Company or the Subsidiaries required as a result of the performance of this Agreement or the other agreements Related Agreements, (ii) those that have been made or documents contemplated hereby obtained prior to the date of this Agreement, (iii) any qualifications to do business or permits, licenses, consents or filings under local law where the consummation Business of the Company are being conducted resulting from Buyer’s acquisition of the Company and (iv) and filings, permits or consents needed for the completion of the transactions contemplated hereby or thereby, or conduct by the Acquired Companies described herein under Laws of their respective businesses following the Closing as conducted on the date hereof, other than those that may be required solely by reason of Buyer's participation in the transactions contemplated hereby and except where the failure to obtain such consent, approval or authorization of, or declare, file or register has not and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Acquired CompaniesAustralia.

No Violations; Consents. (a) Except as listed on Schedule 3.3(a) of the Company Disclosure Schedule, neither the The execution and delivery by Seller such Major Stockholder of this Agreement Agreement, and the other agreements or documents contemplated hereby nor Transaction Documents to which such Major Stockholder is a party and the consummation of the transactions contemplated herein or and therein in accordance with the terms hereof or and thereof will: do not and will not (i) violate any settlement agreement, Order or material Legal Requirement applicable to such Major Stockholder, or such Major Stockholder’s properties or assets, or (ii) violate, or conflict with with, or result in a material breach of any provisions of the articles of incorporation provision of, or by-laws constitute a material default (or other similar constituent documents an event which, with respect to any Person other than notice or lapse of time or both, would constitute a corporationmaterial breach or default) of Seller or the Acquired Companies; or (ii) violate any judgmentunder, order or decree, or statute, law, ordinance, rule or regulation applicable to Seller or any of the Acquired Companies terms, conditions or their respective provisions of any Contract to which such Major Stockholder is a party or by which such Major Stockholder’s assets or properties or assetsare bound (including the Shares). (b) Except as listed on Schedule 3.3(b) of the Company Disclosure Schedulehas been obtained, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity or any other Person Consent is required to be made by or with respect to Seller or any of the Acquired Companies such Major Stockholder in connection with the execution, delivery and performance of this Agreement or and the other agreements or documents contemplated hereby Transaction Documents, or the consummation of the transactions contemplated hereby and thereby. (c) There are no pending or, to the Knowledge of such Major Stockholder, Threatened lawsuits, arbitrations, proceedings, investigations or thereby, other claims against such Major Stockholder that would be reasonably expected to prevent or conduct by the Acquired Companies of their respective businesses following the Closing as conducted on the date hereof, other than those that may be required solely by reason of Buyer's participation in materially alter or delay the transactions contemplated hereby by this Agreement and except where the failure to obtain other Transaction Documents. (d) If the Major Stockholder is not an individual, neither the execution and delivery by such consentMajor Stockholder of this Agreement or the other Transaction Documents, approval nor the consummation by such Major Stockholder of the transactions contemplated herein and therein in accordance with the terms hereof and thereof, will conflict with or authorization ofresult in a breach of any provisions of its articles of incorporation or bylaws, trust agreement or other governing documents. (e) There is no pending proceeding by or against such Major Stockholder, or declareits officers and directors (as such), file that challenges or, to the Knowledge of such Major Stockholder, that may have the effect of preventing, delaying, making illegal or register otherwise materially interfering with the Merger and any other transactions contemplated in this Agreement. To the Knowledge of such Major Stockholder, no such proceeding has not and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companiesbeen Threatened.

No Violations; Consents. (a) Except as listed on Schedule 3.3(a) of the Company Disclosure Schedule, neither the execution and delivery by Seller of this Agreement and the other agreements or documents contemplated hereby nor the consummation of the transactions contemplated herein or therein in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the articles of incorporation or by-laws (or other similar constituent documents with respect to any Person other than a corporation) of Seller or the Acquired Companies; or (ii) violate any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to Seller or any of the Acquired Companies or their respective properties or assets. (b) Except as listed on Schedule 3.3(b) of the Company Disclosure Schedule, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity or any other Person is required to be made by or with respect to Seller or any of the Acquired Companies in connection with the The execution, delivery and performance of this Agreement or the other agreements or documents contemplated hereby or by Acquiree Bank do not, and the consummation of the transactions contemplated hereby by this Agreement will not, (A) assuming all required member and governmental approvals have been obtained and the applicable waiting periods have expired, violate any law, rule or therebyregulation or any judgment, decree, order, governmental permit or license to which Acquiree Bank (or any of its properties) is subject, (B) violate the charter or bylaws of Acquiree Bank or (C) constitute a breach or violation of, or conduct a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Acquiree Bank under, any material note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which Acquiree Bank is a party, or to which any of its properties or assets may be subject. (ii) No consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained in connection with the execution and delivery by Acquiree Bank of this Agreement or the Acquired Companies consummation by Acquiree Bank of their respective businesses following the Closing as conducted on Merger and the other transactions contemplated by this Agreement, except for filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of the related waiting period required by, federal and state banking authorities and the Department of Justice. As of the date hereof, other than those that may Acquiree Bank knows of no reason pertaining to Acquiree Bank why any of the approvals referred to in this Section 3.2(d) should not be required solely by reason obtained without the imposition of Buyer's participation any material condition or restriction described in the transactions contemplated hereby and except where the failure to obtain such consent, approval or authorization of, or declare, file or register has not and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies.Section 6.1(b). 8 NEXT PAGE