Common use of No Violations, etc Clause in Contracts

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 ALZA or Merger Sub for the consummation by ALZA or Merger Sub of the Merger or the other transactions contemplated hereby, 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 securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and (iv) any filings required under and in compliance with the HSR Act or any antitrust laws of any foreign country. Neither the execution and delivery of this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by ALZA and Merger Sub with all of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of ALZA or any ALZA Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to ALZA or any ALZA 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 ALZA or any ALZA Subsidiary is a party or by which any of them or any of their properties or assets may be bound.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, of any Government Entity is necessary on the part of either ALZA Geac or Merger Sub Geac Sub, at or before the Effective Time, for the consummation completion by ALZA Geac or Merger Geac Sub of the Merger or the other transactions contemplated herebyby this Agreement, except for for: (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC of the Registration Statement and the declaration, by the SEC, of the effectiveness of the Registration Statement, (iii) an application and listing approval from the applicable requirements TSX of the Exchange ActGeac Common Shares to be issued in connection with the Merger, state securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE including under Extensity Options assumed under Subsection 3.2(b) and (iv) any filings and observance of one of more waiting periods required under and in compliance with the HSR Act or any antitrust laws Act. None of any foreign country. Neither the execution and delivery of this Agreement, nor Agreement or the consummation completion of the Merger or any of the other transactions contemplated hereby, nor or compliance by ALZA and Merger Sub with all of the provisions hereof will hereof, by Geac or Geac Sub, will: (i) conflict with or result in any breach of any provision of the certificate any charter document of incorporation, bylaws Geac or other charter documents of ALZA or any ALZA SubsidiaryGeac Sub, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to ALZA Geac or any ALZA SubsidiaryGeac Sub, or by which any of their its properties or assets may be bound, bound or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a defaultdefault 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, agreement or other instrument or obligation to which ALZA Geac or any ALZA Subsidiary Geac Sub is a party or by which any either of them or any of their properties or assets may be bound. Schedule 5.3 of the Geac Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Geac's or Geac Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations.

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 ALZA Identix or Merger Sub for the consummation by ALZA Identix or Merger Sub of the Merger or the other transactions contemplated hereby, 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 securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and Nasdaq, (iv) any filings required under and in compliance with the HSR Act Act, (v) where the failure to make such filing or any antitrust laws of any foreign countrynotification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the aggregate, have an Identix Material Adverse Effect. Neither the execution and delivery of this the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by ALZA Identix and Merger Sub with all of the provisions hereof will and thereof will, subject to obtaining the approval of the issuance of Identix Common Stock in the Merger by the holders of a majority of the shares of Identix Common Stock represented in person or by proxy at the Identix Special Meeting or any adjournment thereof in accordance with Delaware Law, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of ALZA Identix or any ALZA Identix Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to ALZA Identix or any ALZA Identix 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 defaultdefault 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 ALZA Identix or any ALZA Identix Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 of the Identix Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any of Identix' or any of the Identix Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have an Identix Material Adverse Effect.

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 ALZA Newbridge or Merger Sub for the consummation by ALZA 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 or any antitrust laws of any foreign countryAct, 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 herebyhereby or thereby, nor compliance by ALZA 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 ALZA Newbridge or any ALZA Newbridge Material Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to ALZA or Newbridge, any ALZA Subsidiary, 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 ALZA Newbridge or any ALZA 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. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity or any Person is necessary on the part of either ALZA Angiotech or Merger Sub for the consummation by ALZA Angiotech or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and Nasdaq, (iv) any filings required under and in compliance with the HSR Act Act, and (v) where the failure to make such filing or any antitrust laws of any foreign countrynotification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Angiotech or Merger Sub from performing their obligations under this Agreement or, individually or in the aggregate, have an Angiotech Material Adverse Effect. Neither the execution and delivery of this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by ALZA Angiotech and Merger Sub with all of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of ALZA Angiotech or any ALZA Angiotech Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to ALZA Angiotech or any ALZA Angiotech 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 defaultdefault 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 ALZA Angiotech or any ALZA Angiotech Subsidiary is a party or by which any of them or any of their properties or assets may be bound.

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 ALZA Buyer or Merger Sub for the consummation by ALZA Buyer or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) for the filing of the Certificate Articles of Merger as required by Delaware Washington Law, (ii) for the filing with the SEC of, and the effectiveness of of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and Nasdaq, or (iv) any filings required under and where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in compliance with the HSR Act or any antitrust laws of any foreign countryaggregate, a Buyer Material Adverse Effect. Neither the execution and delivery of this the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by ALZA Buyer and Merger Sub with all of the provisions hereof will 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 ALZA Buyer or any ALZA Buyer Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to ALZA Buyer or any ALZA Buyer 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 defaultdefault 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 noteBuyer Contract (as defined below), bondexcept in the case of clauses (ii) or (iii), mortgagefor any violation, indenturebreach or default that has not had, deed of trustor could not reasonably be expected to have, license, lease, agreement or other instrument or obligation to which ALZA or any ALZA Subsidiary is a party or by which any of them or any of their properties or assets may be boundBuyer Material Adverse Effect.

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 ALZA Buyer or Merger Sub for the consummation by ALZA Buyer or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) for the filing of the Certificate Articles of Merger as required by Delaware Washington Law, (ii) for the filing with the SEC of, and the effectiveness of of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state securities or "“blue sky" ” laws, state takeover laws and the listing requirements of the NYSE and Nasdaq, or (iv) any filings required under and where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in compliance with the HSR Act or any antitrust laws of any foreign countryaggregate, a Buyer Material Adverse Effect. Neither the execution and delivery of this the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by ALZA Buyer and Merger Sub with all of the provisions hereof will 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 ALZA Buyer or any ALZA Buyer Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to ALZA Buyer or any ALZA Buyer 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 defaultdefault 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 noteBuyer Contract (as defined below), bondexcept in the case of clauses (ii) or (iii), mortgagefor any violation, indenturebreach or default that has not had, deed of trustor could not reasonably be expected to have, license, lease, agreement or other instrument or obligation to which ALZA or any ALZA Subsidiary is a party or by which any of them or any of their properties or assets may be boundBuyer Material Adverse Effect.

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 ALZA Symantec or Merger Sub for the consummation by ALZA Symantec or Merger Sub of the Merger or the other transactions contemplated hereby, 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 securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and Nasdaq, (iv) any filings required under and in compliance with the HSR Act Act, (v) where the failure to make such filing or any antitrust laws of any foreign countrynotification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay AXENT from performing its obligations under this Agreement or, individually or in the aggregate, be reasonably expected to have a Symantec Material Adverse Effect. Neither the execution and delivery of this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by ALZA Symantec and Merger Sub with all of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of ALZA Symantec or any ALZA Symantec Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to ALZA Symantec or any ALZA Symantec 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 ALZA or any ALZA Subsidiary is a party or by which any of them or any of their properties or assets may be bound.,