Common use of No Violations, etc Clause in Contracts

No Violations, etc. Except for the filings of the Certificate of Merger, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, 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 or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect.

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 of the Certificate of Merger, filings required under the Securities Act referred to in Section 3.03 and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 heretoto the Merger Agreement, which are incorporated by reference herein, no filing or registration with, notification to and no permit, or authorization, consent or approval of, any public body 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 the Company Artistic of the Merger or Merger, the Asset Purchase and the other transactions contemplated herebyhereby and thereby, excluding from the foregoing permitsexcept for such consents, orders, authorizations, consentsregistrations, approvals declarations and notices filings, the failure of which (i) if not obtainedto be obtained or made would not, made or given, either individually or in the aggregate, would not have a Material Adverse Effect on Artistic, materially impair the ability of Artistic to perform its obligations hereunder or thereunder or prevent the Company to consummate consummation of the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, 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 or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effectthereby.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") is necessary on the part of Stel for the consummation by the Company Stel of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby and by the Stock Option Agreement and the Technology Option Agreement, or have a Material Adverse Effect or for the exercise by Newbridge and the Surviving Corporation of full rights to own and operate the business of Stel and its Subsidiaries as presently being conducted, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) are required in connection compliance with the transactions contemplated applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "Exchange Act") including the filing of a proxy statement on Schedule 14A which is expected to be incorporated into a Registration Statement on Form S-4 to be filed by Newbridge registering the Asset Purchase AgreementNewbridge Common Stock to be issued hereunder (the "Registration Statement"), state securities or "blue sky" laws and state takeover laws, (iii) any filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and (iv) the voluntary notice to be filed under Section 721 of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 (the "Exon-Xxxxxx Amendment"). Neither the execution and deliv- ery delivery of this Agreement, the Stock Option Agreement, and the Technology Option Agreement nor the consummation of the Merger or and the other transactions contemplated hereby and thereby nor compliance by the Company Stel with any all of the provisions hereof will (i) and thereof, nor the exercise by Newbridge and the Surviving Corporation of full rights to own and operate the business of Stel and its Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment thereof if and to the extent required by the in accordance with Delaware ActLaw, (i) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter document of the CompanyStel or any of its Subsidiaries, (ii) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Stel, or any of its Subsidiaries, or by the Asset Purchase Agreementwhich 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 (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Stel or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound bound. Schedule 3.3 of the Stel Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby or (iii) violate by the Stock Option Agreement or Technology Option Agreement under any order, writ, injunction, decree, statute, rule or regulation applicable to the Company of Stel's or any of its properties Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or assetsleases, excluding from contracts, agreements or other instruments or obligations the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, failure to obtain which would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Stel Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Authority is necessary for on the part of the Parent or any Parent Subsidiary in connection with the consummation by the Company Parent and Merger Sub of the Merger or the other transactions contemplated hereby, excluding from including the foregoing permitsMerger, authorizations, consents, approvals and notices which except: (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate Certificate of Merger as required by the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or DGCL; (ii) are as is required in connection for purposes of complying with the transactions contemplated by HSR Act; and (iii) where the Asset Purchase Agreementfailure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Parent Material Adverse Effect. Neither the execution and deliv- ery delivery of this Agreement by Parent and Merger Sub, nor the consummation of the Merger or the other transactions contemplated hereby hereby, including the Merger, by Parent and Merger Sub, nor compliance by the Company Parent and Merger Sub with any all of the provisions hereof will (i) will, subject to obtaining the Parent Stockholder Approval in accordance with Applicable Law (and subject to the adoption of this Agreement and the approval of a majority the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, Merger Sub): (x) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company agreement or By-Laws other charter documents (in each case, as applicable) of the Company, Parent or any Parent Subsidiary; (iiy) other than as set forth on Schedule 3.03 hereto violate any Applicable Law; or as required in connection with the transactions contemplated by the Asset Purchase Agreement, (z) result in a violation or breach of, or 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 or result in the loss of a material benefit) under, under any of the terms, conditions or provisions of any (x) notematerial Parent Contract. Schedule 4.3 of the Parent Disclosure Schedule lists all consents, bondnotices, mortgage, indenture, or deed waivers and approvals required to be obtained in connection with the consummation of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effecthereby, including the Merger, under any material Parent Contracts.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Authority is necessary for on the part of the Company or any Company Subsidiary in connection with the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from including the foregoing permitsMerger, authorizations, consents, approvals and notices which except: (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate Certificate of Merger as required by the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or DGCL; (ii) are as is required in connection for purposes of complying with the transactions contemplated by Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Asset Purchase Agreement“HSR Act”); and (iii) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse Effect. Neither the execution and deliv- ery delivery of this Agreement by the Company, nor the consummation of the Merger or the other transactions contemplated hereby hereby, including the Merger, by the Company, nor compliance by the Company with any all of the provisions hereof will (i) will, subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, Company Stockholder Approval in accordance with Applicable Law: (x) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company agreement or By-Laws other charter documents (in each case, as applicable) of the Company, Company or any Company Subsidiary; (iiy) other than as set forth on Schedule 3.03 hereto violate any Applicable Law; or as required in connection with the transactions contemplated by the Asset Purchase Agreement, (z) result in a violation or breach of, or 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 or result in the loss of a material benefit) under, under any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed material Company Contract. Schedule 3.3 of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effecthereby, including the Merger, under any material Company Contracts.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Entity is necessary on the part of Target for the consummation completion by the Company Target of the Merger or any of the other transactions contemplated hereby, excluding from or for the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made exercise by Buyer or given, either individually or in the aggregate, would not materially impair the ability Target of the Company full rights to consummate own and operate the business of Target as it presently is being conducted, except for the filing of the Certificate of Merger as required by Delaware Law and the filing and approval of the Proxy Statement by the SEC. None of the execution and delivery of this Agreement, the completion of the Merger or any of the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection hereby, compliance by Target with the transactions contemplated provisions hereof, or the exercise by the Asset Purchase Agreement. Neither Surviving Corporation after the execution and deliv- ery of this Agreement nor the consummation Merger of the Merger full right to own and operate the business of Target as it is presently conducted does or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will will: (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation or By-Laws bylaws of the CompanyTarget, (ii) other than as set forth on Schedule 3.03 hereto violate any Law applicable to Target or as required in connection with the transactions contemplated by the Asset Purchase Agreement, any of Target's properties or assets 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 change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Target is a party or by which any of them Target's properties or assets is bound. Schedule 4.3 of the Target Disclosure Statement lists all consents, waivers and approvals required to be obtained by Target in connection with the completion of the Merger or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby hereby, including in order to enable Buyer or have a Material Adverse EffectTarget, after the Merger, to exercise the full right to own and operate the business of Target as it is presently conducted, under any such notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments.

No Violations, etc. Except for the filings of the Certificate of Merger, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, 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 or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Authority is necessary for on the part of the Parent or any Parent Subsidiary in connection with the consummation by the Company Parent and Merger Sub of the Merger or the other transactions contemplated hereby, excluding from including the foregoing permitsMerger, authorizations, consents, approvals and notices which except: (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate Certificate of Merger as required by the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or ICL and (ii) are required where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in connection with the transactions contemplated by the Asset Purchase Agreementa Parent Material Adverse Effect. Neither the execution and deliv- ery delivery of this Agreement by Parent and Merger Sub, nor the consummation of the Merger or the other transactions contemplated hereby hereby, including the Merger, by Parent and Merger Sub, nor compliance by the Company Parent and Merger Sub with any all of the provisions hereof will (i) will, subject to obtaining the Parent Stockholder Approval in accordance with Applicable Law (and subject to the adoption of this Agreement and the approval of a majority the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, Merger Sub): (x) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company or By-Laws other charter documents (in each case, as applicable) of the Company, Parent or any Parent Subsidiary; (iiy) other than as set forth on Schedule 3.03 hereto violate any Applicable Law; or as required in connection with the transactions contemplated by the Asset Purchase Agreement, (z) result in a violation or breach of, or 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 or result in the loss of a material benefit) under, under any of the terms, conditions or provisions of any (x) notematerial Parent Contract. Schedule 4.3 of the Parent Disclosure Schedule lists all consents, bondnotices, mortgage, indenture, or deed waivers and approvals required to be obtained in connection with the consummation of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effecthereby, including the Merger, under any material Parent Contracts.