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 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. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of the either Parent or any Parent Subsidiary in connection with Merger Sub for the consummation by Parent and or Merger Sub of the Merger and the other transactions contemplated hereby, including the Merger, hereby except: (i) for the filing of the Certificate of Merger as required by the DGCL; and (ii) as may be is required pursuant for complying with the HSR Act; and (iii) where the failure to the rules and regulations of the U.S. Securities and Exchange Commission make such filing or the Exchangenotification or to obtain such permit, authorization, consent or approval would not result in a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation of the Merger or the other transactions contemplated hereby, including the Merger, hereby by Parent and Merger Sub, nor compliance by Parent and Merger Sub with all of the provisions hereof and thereof will: , subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which will occur immediately after the execution and delivery of this Agreement): (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, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under under, any of the terms, conditions or provisions of any Contract binding contract, agreement or commitment of Parent or Merger Sub, except in the case of clauses (y) or (z) for any violation, breach or default that is material to Parentwould not result in a Parent Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority Entity is necessary on the part of the either Parent or any Parent Subsidiary in connection with Merger Sub for the consummation by Parent and or Merger Sub of the Merger or the other transactions contemplated hereby, including the Merger, except: except (i) for the filing of the Certificate of Merger as required by the DGCL; and , (ii) compliance with the HSR Act and (iii) as may be required pursuant to the rules and regulations set forth in Schedule 4.3 of the U.S. Securities and Exchange Commission or the ExchangeParent Disclosure Statement. Neither the execution and delivery of this Agreement by Parent and Merger Subthe Agreement, nor the consummation of the Merger or the other 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: and thereof will (xi) conflict with or result in any breach of any provision of the certificate of incorporation incorporation, bylaws or bylaws other charter documents of Parent or Merger Sub; , or (yii) violate any Applicable Law; order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent or Merger Sub, or by which any of their properties or assets may be bound, or (ziii) 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 in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under under, any of the terms, conditions or provisions of any Contract contract that is material to Parent.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Governmental 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 Articles of Merger as required by the DGCLOBCA; and (ii) as may be required pursuant to the rules and regulations of the U.S. Securities and Exchange Commission or the ExchangeNASDAQ stock market. 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: (xa) conflict with or result in any breach of any provision of the certificate of incorporation, articles of incorporation or bylaws of Parent or Merger Sub; (yb) violate any Applicable Law; or (zc) 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.