No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies nor the consummation of the Merger or other trans- actions contemplated hereby nor compliance by Shared Technolo- xxxx with any of the provisions hereof will (i) violate, con- flict with, or result in a breach of any provision of, or con- stitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,
(b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemp...
No Violations, etc. Subject to receipt of the Requisite Vote, the execution and delivery of this Agreement do not or will not, as the case may be, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not or will not, conflict with, or result in any violation of, or default (with or without notice of lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Artistic under, any provision of (i) the Certificate of Incorporation or Bylaws of Artistic, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Artistic, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Artistic or any of its respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect, materially impair the ability of Artistic to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. Except for the filings referred to in Section 3.03 and Schedule 3.03 to the Merger Agreement, which are incorporated by reference herein, no filing or registration with, or authorization, consent or approval of, any Governmental Agency is required by or with respect to Artistic in connection with the execution and delivery of this Agreement or the Merger Agreement by Artistic or is necessary for the consummation by Artistic of the Merger, the Asset Purchase and the other transactions contemplated hereby and thereby, except for such consents, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Artistic, materially impair the ability of Artistic to perform its obligations hereunder or thereunder or prevent the consummation of the transactions contemplated hereby or thereby.
No Violations, etc. The pledge of the Pledged Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board.
No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Newbridge or Merger Sub for the consummation by Newbridge or Merger Sub of the Merger or the other transactions contemplated hereby, and by the Stock Option Agreement and the Technology Option Agreement, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings required under and in compliance with the HSR Act, and (v) the voluntary notice under the Exon- Xxxxxx Amendment. Neither the execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or the other transactions contemplated hereby or thereby, nor compliance by Newbridge and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge or any Newbridge Material Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Newbridge, any Newbridge Material Subsidiary or by which any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Newbridge or any Newbridge Material Subsidiary is a party or by which any of them or any of their properties or assets may be bound.
No Violations, etc. (a) No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") or any Person is necessary on the part of Cohesion for the consummation by Cohesion of the Merger and the other transactions contemplated hereby, except (i) for the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, (iii) any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT") axx (xx) xxxxx xxx failure to make such filing or xxxxxxxxxxxx xx xx obtain such permit, authorization, consent or approval would not, individually or in the aggregate, have a Cohesion Material Adverse Effect.
(b) Cohesion does not carry on, in whole or in part, an operating business in Canada and neither the aggregate value of the assets in Canada of Cohesion nor the gross revenues of Cohesion in or from Canada generated from those assets, exceeds CDN $35,000,000.
(c) Neither the execution and delivery of this Agreement, nor the consummation of the Merger and the other transactions contemplated hereby, nor compliance by Cohesion with all of the provisions hereof and thereof, will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of Cohesion Common Stock at the Cohesion Stockholder Meeting or any adjournment thereof in accordance with the Delaware Law, (i) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Cohesion, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Cohesion, or by which any of its properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Cohesion is a party or by which it...
No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of the Parent or any Parent Subsidiary in connection with the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Merger, except: (i) for the filing of the Certificate of Merger as required by the DGCL; and (ii) as may be required pursuant to the rules and regulations of the U.S. Securities and Exchange Commission or the Exchange. Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation of the transactions contemplated hereby, including the Merger, by Parent and Merger Sub, nor compliance by Parent and Merger Sub with all of the provisions hereof will: (x) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or Merger Sub; (y) violate any Applicable Law; or (z) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under any of the terms, conditions or provisions of any Contract that is material to Parent.
No Violations, etc. The execution, delivery and performance of the terms of this Agreement by Professionals (i) requires no action by or in respect of, or filing with, any governmental body other than the Michigan Insurance Bureau, or agency or official of the United States or any political subdivision thereof, except for such notices, Registration Statements, or reports as may be required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and any applicable State blue sky laws, and (ii) will not violate any statute or any order, rule or regulation of any court or government agency or body in the United States or any political subdivision thereof having jurisdiction over Professionals, which violation could have a material adverse effect on the ability of Professionals to perform any obligations under this Agreement.
No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of A2iA in connection with the consummation of the transactions contemplated hereby. Neither the execution and delivery of this Agreement by the Sellers, nor the consummation and performance of the transactions contemplated hereby, will: (i) conflict with or result in any breach of any provision of the articles of association, certificate of incorporation, bylaws, certificate of formation, limited liability company agreement or other organizational documents (in each case, as applicable) of A2iA or any of its Subsidiaries (as applicable); (ii) violate any of A2iA’s or any of its Subsidiaries’ respective Applicable Law; or (iii) except as set forth in Schedule 3.2 of the Disclosure Schedule, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under any of the terms, conditions or provisions of any Material Contract. Schedule 3.2 of the Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Material Contracts.
No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, governmental division or department, tribunal, quasi-governmental authority or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of the Company for the consummation by the Company of the Merger and the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as required by the DGCL and (ii) compliance with the applicable requirements of the Securities Act, state securities or "Blue Sky" laws and state takeover laws. Neither the execution and delivery of this Agreement nor consummation of the Merger and the other transactions contemplated hereby and thereby nor compliance by the Company with all of the provisions hereof and thereof, subject to obtaining Stockholder Approval (i) conflict with or result in any violation of any provision of the Certificate of Incorporation, bylaws or other charter document of the Company, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to the Company, or by which any of its properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase by any other person under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which the Company is a party or by which the Company or any of its properties or assets may be bound. Schedule 3.3 of the Company Disclosure Statement lists all consents, waivers, notifications, disclosures and approvals required to be obtained or made in connection with the consummation of the transactions contemplated hereby under any of the Company's notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations. The Company, together with any "ultimate parent entity" (as such term is defined in regulations under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX XXX"), xx 06 C.F.R. 801.1(a)(3)) does not meet the size of person test set forth in the HSR Act at 15 U.S.C. 18a(a).
No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Newbridge or Merger Sub for the consummation by Newbridge or Merger Sub of the Merger or the other transactions contemplated hereby, and by the Stock Option Agreement and the Technology Option Agreement, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iii) any filings required under and in compliance with the HSR Act, and (iv) the voluntary notice under the Exon-Xxxxxx Amendment. Neither the execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or the other transactions contemplated hereby or thereby, nor compliance by Newbridge and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge or any Newbridge Material Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Newbridge, any Newbridge Material Subsidiary or by which any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Newbridge or any Newbridge Material Subsidiary is a party or by which any of them or any of their properties or assets may be bound.
