Common use of No Violations or Conflicts Clause in Contracts

No Violations or Conflicts. Except as set forth on Schedule 2.6 of the Target Disclosure Schedules, the execution and delivery by Target of this Agreement or the Target Documents, the consummation of the Merger and the other transactions contemplated hereby, and compliance by Target with any of the provisions hereof or thereof, will not: (i) conflict with or violate any provision of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of Target or any Subsidiary, (ii) require any Consent under or result in a material violation or material breach of, or constitute (with or without notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Target Material Contract to which Target or any Subsidiary is a party or by which Target’s or any Subsidiary’s assets are bound, (iii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any liens, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law or equity, or any conditional sale contract, title retention contract or other contract (collectively, the “Encumbrances”) upon any of the properties, rights or assets of Target or any Subsidiary, (iv) adversely affect the validity of any of the permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Target Permits”) or cause a cancellation of or otherwise adversely affect any of the Target Permits, (v) adversely affect any of the properties, rights or assets of Target or any Subsidiary or (vi) conflict with, contravene or violate any Law to which Target or any Subsidiary or any of their respective assets or properties is subject.

No Violations or Conflicts. Except as set forth on Schedule 2.6 of Neither the Target Disclosure Schedules, the execution and delivery by Target of this Agreement or the Target Documents, the consummation of the Merger and the other transactions contemplated hereby, and compliance by Target with Company nor any of the provisions hereof or thereofits subsidiaries (each, will not: (ia “Subsidiary”) conflict with or violate any provision is in violation of the certificate of incorporationits charter, certificate of formationtrust or by-laws or in default under any agreement, bylaws, limited liability company agreement indenture or other organizational documents of Target or any Subsidiary, (ii) require any Consent under or result in a material violation or material breach of, or constitute (with or without notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Target Material Contract instrument to which Target the Company or any Subsidiary is a party party, the effect of which violation or default could reasonably be expected to have a material adverse effect on the Company and the Subsidiaries taken as a whole, and the execution, delivery and performance of this Agreement by which Target’s the Company and the consummation of the transactions contemplated hereby will not conflict with, or any Subsidiary’s assets are boundconstitute a breach of, (iii) or default under, or result (immediately or with the passage of time or otherwise) in the creation or imposition of any lienslien, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts charge or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law or equity, or any conditional sale contract, title retention contract or other contract (collectively, the “Encumbrances”) encumbrance upon any of the properties, rights or assets of Target the Company or any Subsidiary, (iv) adversely affect Subsidiary pursuant to the validity terms of any agreement, indenture or instrument to which the Company or any Subsidiary is a party which lien, charge or encumbrance could reasonably be expected to have a material adverse effect on the Company and the Subsidiaries taken as a whole, or result in a violation of the permitsarticles of incorporation, licensescharter, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Target Permits”) or cause a cancellation of or otherwise adversely affect any by-laws of the Target Permits, (v) adversely affect any of the properties, rights or assets of Target Company or any Subsidiary or (vi) conflict withany order, contravene rule or violate regulation of any Law to which Target court or governmental agency having jurisdiction over the Company, any Subsidiary or any of their respective assets property; and, except as required by the Securities Act, the Exchange Act, and applicable state securities law, no consent, authorization or properties order of, or filing or registration with, any court or governmental agency is subjectrequired for the execution, delivery and performance of this Agreement. The Company and the Subsidiaries have taken all actions necessary to ensure that the transactions contemplated by this Agreement, individually or in the aggregate, shall not give rise to a change in control under, or result in the breach or the violation of, or the acceleration of any right under, or result in any additional rights, or the triggering of any rights of first refusal, preferential purchase or similar rights with respect to any securities of the Company, anti-dilution adjustment under any contract or agreement to which the Company or any Subsidiary is a party, including, without limitation, any employment agreement or employee benefit plan of the Company or any Subsidiary. Such actions may include, without limitation, having any such contracts or agreements or rights granted under any such contract or agreement waived in writing or amended prior to Closing.

No Violations or Conflicts. Except as set forth on Schedule 2.6 of the Target Disclosure Schedules, the The execution and delivery by Target Chaparral of this Agreement or the Target DocumentsAgreement, the consummation by Chaparral of the Merger and the other transactions contemplated hereby, and compliance by Target Chaparral with any of the provisions hereof or thereofhereof, will not: (i) conflict with or violate any provision of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement bylaws or other organizational documents of Target Chaparral or any Subsidiary, (ii) require any Consent under or result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Target Chaparral Material Contract (as defined in Section 2.14) to which Target Chaparral or any Subsidiary is a party or by which TargetChaparral’s or any Subsidiary’s assets are bound, except where such violation, breach or default would not reasonably be expected to have a Material Adverse Effect, (iii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any liens, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law or equity, or any conditional sale contract, title retention contract or other contract (collectively, the “Encumbrances”) ), other than Permitted Encumbrances (as defined in Section 2.19), upon any of the properties, rights or assets of Target Chaparral or any SubsidiarySubsidiary that would reasonably be expected to have a Material Adverse Effect, or (iv) adversely affect subject to obtaining the validity of Consents from Governmental Authorities, and the waiting periods referred to therein having expired, and any of the permitscondition precedent to such Consent having been satisfied, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Target Permits”) or cause a cancellation of or otherwise adversely affect any of the Target Permits, (v) adversely affect any of the properties, rights or assets of Target or any Subsidiary or (vi) conflict with, contravene or violate any Law foreign, federal, state or local Order (as defined in Section 2.12), statute, law, rule, regulation, ordinance, writ, injunction, arbitration award, directive, judgment, decree, principle of common law, constitution, treaty or any interpretation thereof enacted, promulgated, issued, enforced or entered by any Governmental Authority (each, a “Law” and collectively, the “Laws”) to which Target Chaparral or any Subsidiary or any of their respective assets or properties is subject, except where such conflict, contravention or violation would not reasonably be expected to have a Material Adverse Effect.

No Violations or Conflicts. Except as set forth on Schedule 2.6 None of the Target Disclosure Schedules, the execution and delivery by Target of this Agreement Company or the Target Documents, the consummation of the Merger and the other transactions contemplated hereby, and compliance by Target with any of the provisions hereof or thereof, will not: Subsidiary is (i) conflict with in violation of its articles or violate any provision of the certificate of incorporation, certificate charter, by‑laws, declaration of formationtrust, bylawspartnership agreement, limited liability company agreement operating agreement, or other organizational documents of Target governing instrument (“Governing Instruments”) or any Subsidiary, (ii) require in default in the performance or observance of any Consent under obligation, agreement, covenant or result condition contained in a material violation any contract, indenture, mortgage, deed of trust, loan or material breach ofcredit agreement, note, lease or constitute (with other agreement or without notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Target Material Contract instrument to which Target the Company or any Subsidiary is a party or by which Target’s it or any Subsidiary’s assets are of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (iii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein and in the Time of Sale Disclosure Package and the Prospectus (immediately including the issuance and sale of the Securities pursuant to this Agreement and the use of the net proceeds from the sale of the Securities as described in the Time of Sale Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or with without the giving of notice or passage of time or otherwiseboth, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lienslien, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts charge or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law or equity, or any conditional sale contract, title retention contract or other contract (collectively, the “Encumbrances”) encumbrance upon any of the properties, rights property or assets of Target the Company or any SubsidiarySubsidiary pursuant to, the Agreements and Instruments or Laws (iv) adversely affect the validity of except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Target Permits”) or cause a cancellation of or otherwise adversely affect any provisions of the Target Permits, (v) adversely affect any Governing Instruments of the properties, rights or assets of Target Company or any Subsidiary or of any Laws, except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (vi) conflict with, contravene or violate any Law to which Target or any Subsidiary person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company or any Subsidiary. The issuance of their respective assets the Securities is not subject to the preemptive or properties is subjectother similar rights of any securityholder of the Company. The form of certificate used to evidence the Securities will be in substantially the form to be filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement, and such form complies with all applicable statutory requirements, requirements of the Company’s Articles or Certificate of Incorporation and Bylaws of the Company (the “Bylaws”), and requirements of the Nasdaq Stock Market.

No Violations or Conflicts. Except as set forth on Schedule 2.6 in Section 2.5 of the Target Migami Disclosure Schedules, the execution and delivery by Target Migami of this Agreement or the Target DocumentsAgreement, the consummation by Migami of the Merger and the other transactions contemplated hereby, and compliance by Target Migami with any of the provisions hereof or thereofhereof, will not: (i) conflict with or violate any provision of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement bylaws or other organizational documents of Target Migami or any Subsidiary, (ii) require any Consent under or result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Target Migami Material Contract (as defined herein) to which Target Migami or any Subsidiary is a party or by which TargetMigami’s or any Subsidiary’s assets are bound, except where such violation, breach or default would not reasonably be expected to have a Material Adverse Effect, (iii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any liens, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoeverEncumbrances, whether imposed by agreementother than Permitted Encumbrances (as defined herein), Law or equity, or any conditional sale contract, title retention contract or other contract (collectively, the “Encumbrances”) upon any of the properties, rights or assets of Target Migami or any SubsidiarySubsidiary that would reasonably be expected to have a Material Adverse Effect, or (iv) adversely affect subject to obtaining the validity of Consents from Governmental Authorities, and the waiting periods referred to therein having expired, and any of the permitscondition precedent to such Consent having been satisfied, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Target Permits”) or cause a cancellation of or otherwise adversely affect any of the Target Permits, (v) adversely affect any of the properties, rights or assets of Target or any Subsidiary or (vi) conflict with, contravene or violate any Law foreign, federal, state or local Order (as defined herein), statute, law, rule, regulation, ordinance, writ, injunction, arbitration award, directive, judgment, decree, principle of common law, constitution, treaty or any interpretation thereof enacted, promulgated, issued, enforced or entered by any Governmental Authority (each, a “Law” and collectively, the “Laws”) to which Target Migami or any Subsidiary or any of their respective assets or properties is subject, except where such conflict, contravention or violation would not reasonably be expected to have a Material Adverse Effect.

No Violations or Conflicts. Except as set forth on Schedule 2.6 of the Target Disclosure SchedulesThe execution, the execution delivery and delivery performance by Target Buyer and Merger Sub of this Agreement and the other documents contemplated hereby to which Buyer or the Target DocumentsMerger Sub is a party, and the consummation of the Merger and the other transactions contemplated hereby, including the Merger, and compliance by Target Buyer and Merger Sub with any of the provisions hereof or thereof, will not: not (i) violate, conflict with with, result in any material breach of, constitute a material default under, create in any counterparty the right to accelerate, terminate, modify or violate cancel, or require any notice to any counterparty under any provision of the Buyer’s certificate of incorporation, certificate of formationas amended, bylaws, limited liability company agreement or other and bylaws and the equivalent organizational documents of Target or any SubsidiaryMerger Sub, (ii) require any Consent consent under or result in a material violation or material breach of, or constitute (with or without notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Target Material Contract material contract of Buyer to which Target Buyer or any Subsidiary Merger Sub is a party (each a “Buyer Material Contract”) or by which Target’s or any Subsidiary’s its assets are bound, (iii) require any authorization, consent, approval, exemption or other material action of by any Governmental Authority under the provisions of any law, statute, rule, regulation, judgment or decree, (iv) result (immediately or with the passage of time or otherwise) in the creation or imposition of any liens, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law or equity, or any conditional sale contract, title retention contract or other contract (collectively, the “Encumbrances”) Liens upon any of the properties, rights or assets of Target Buyer or any SubsidiaryMerger Sub, (iv) adversely affect the validity of any of the permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents certificates and approvals necessary to lawfully conduct its the business of Buyer and Merger Sub as presently conducted and to own, lease lease, and operate its their respective assets and properties (collectively, the “Target Permits”) or cause a cancellation of or otherwise adversely affect any of the Target Permitsproperties, (v) adversely affect any of the properties, rights or assets of Target Buyer or any Subsidiary Merger Sub or (vi) subject to obtaining the consents from Governmental Authorities, and the waiting periods referred to therein having expired, and any condition precedent to such consent having been satisfied, conflict with, contravene or violate in any Law respect any law to which Target Buyer or any Subsidiary Merger Sub or any of their respective assets or properties is subject.

No Violations or Conflicts. Except as set forth on Schedule 2.6 of the Target Disclosure Schedules, the The execution and delivery by Target Nayarit of this Agreement or the Target DocumentsAgreement, the consummation by Nayarit of the Merger Amalgamation and the other transactions contemplated hereby, and compliance by Target Nayarit with any of the provisions hereof or thereofhereof, will not: (i) conflict with or violate any provision of the certificate articles of incorporation, certificate of formation, bylaws, limited liability company agreement bylaws or other organizational documents of Target Nayarit or any Subsidiary, (ii) require any Consent under or result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Target Nayarit Material Contract (as defined in Section 2.14) to which Target Nayarit or any Subsidiary is a party or by which TargetNayarit’s or any Subsidiary’s assets are bound, except where such violation, breach or default would not reasonably be expected to have a Material Adverse Effect, (iii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any liens, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law or equity, or any conditional sale contract, title retention contract or other contract (collectively, the “Encumbrances”) ), other than Permitted Encumbrances, upon any of the properties, rights or assets of Target Nayarit or any SubsidiarySubsidiary that would reasonably be expected to have a Material Adverse Effect, or (iv) adversely affect subject to obtaining the validity of Consents from Governmental Authorities, and the Antitrust Laws waiting periods having expired, and any of the permitscondition precedent to such Consent having been satisfied, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Target Permits”) or cause a cancellation of or otherwise adversely affect any of the Target Permits, (v) adversely affect any of the properties, rights or assets of Target or any Subsidiary or (vi) conflict with, contravene or violate any Law foreign, federal, state or local Order (as defined in Section 2.12), statute, law, rule, regulation, ordinance, writ, injunction, arbitration award, directive, judgment, decree, principle of common law, constitution, treaty or any interpretation thereof enacted, promulgated, issued, enforced or entered by any Governmental Authority (each, a “Law” and collectively, the “Laws”) to which Target Nayarit or any Subsidiary or any of their respective assets or properties is subject, except where such conflict, contravention or violation would not reasonably be expected to have a Material Adverse Effect.