No Violations Resulting From Transactions. The execution and delivery by the Company of this Agreement and each of the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby by the Company, will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) except as set forth on Exhibit D, require any consent, waiver, approval, authorization or permission of, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity under or pursuant to any of the contracts to which the Company is a party; or (d) violate any applicable laws.
No Violations Resulting From Transactions. The execution and delivery of this Agreement by the Shareholders and the Corporation, and each of the Related Agreements to which they are a party, and the consummation of the transactions contemplated hereby and thereby by the Shareholders and the Corporation will not (a) conflict with or violate any provision of the articles or certificate of incorporation or by-laws of the Corporation, (b) except as set forth in Exhibit D, require any consent, waiver, approval, authorization, permission, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an encumbrance, under or pursuant to (i) any of the contracts to which the Corporation is a party (including but not limited to contracts of insurance and leases as applicable), or (ii) any other material agreements to which any of the Shareholders is a party, or (d) violate any law applicable to the Shareholders or the Corporation.
No Violations Resulting From Transactions. The execution and delivery by the Business Contribution Member and the Shareholders of this Agreement and each of the Related Agreements to which they are, respectively, a party, and the consummation of the transactions contemplated hereby and thereby by each of the Business Contribution Member and the Shareholders will not (a) conflict with or violate any provision of the articles or certificate of incorporation or by-laws of the Business Contribution Member, (b) except as set forth in Exhibit E, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to (i) any of the Contracts, or (ii) any other material agreements to which the Business Contribution Member and/or any of the Shareholders are a party, or (d) violate any law applicable to the Business Contribution Member or any of the Shareholders or by which any of the Assets is bound.
No Violations Resulting From Transactions. The execution and delivery by the Business Contribution Member of this Agreement and each of the Related Agreements to which he or she is a party, and the consummation of the transactions contemplated hereby and thereby by the Business Contribution Member will not (a) except as set forth in Exhibit E, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any third party, (b) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to (i) any of the Contracts, or (ii) any other material agreements to which the Business Contribution Member is a party, or (c) violate any law applicable to the Business Contribution Member or by which any of the Assets is bound.
No Violations Resulting From Transactions. Except as set forth in Schedule 2.6 attached hereto, the execution and delivery by the Company of this Agreement, and the consummation of the transactions contemplated hereby and thereby by the Company will not (a) conflict with or violate any provision of the certificate of incorporation or bylaws, or other similar document, of the Company, as amended through the date hereof, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (as defined below), (c) result in or constitute a Default (as defined in Section 2.13(b)), or
No Violations Resulting From Transactions. The execution and delivery by Merger Sub and Parent of this Agreement and the consummation of the transactions contemplated hereby by each of Merger Sub and Parent will not (a) conflict with or violate any provision of the articles of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, (c) result in or constitute a Default, or require any consent or approval of or notice to any Person, or result in the creation of an Encumbrance, under or pursuant to any material agreement to which Merger Sub or Parent is a party or by which any of their respective assets are bound, or (d) violate any Law applicable to Merger Sub or Parent or by which any of their respective assets are bound.
No Violations Resulting From Transactions. The execution and delivery ----------------------------------------- by the Company of this Agreement and the consummation of the transactions contemplated hereby by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of the Company, as amended through the date hereof, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity other than: (i) the office of the California Secretary of State and the Delaware Secretary of State; and (ii) such filings, authorizations, orders and approvals as may be required under the Securities Act (Ontario), any other applicable federal, provincial or state securities laws and the rules of The Toronto Stock Exchange, (c) result in or constitute a Default (as defined in subsection 2.18(b)), or require any consent or approval of or notice to any Person, or result in the creation of any Encumbrance, under or pursuant to (i) any of the Contracts listed in Section 2.18 of the Schedule of Exceptions or (ii) any other material agreement to which the Company is a party or by which it or any of its Assets may be bound, or (d) violate any Law applicable to the Company or by which it or any of its Assets may be bound.
No Violations Resulting From Transactions. The execution and ----------------------------------------- delivery by Merger Sub and Certicom of this Agreement and the consummation of the transactions contemplated hereby and thereby by each of Merger Sub and Certicom will not (a) conflict with or violate any provision of the Articles of Continuance or Bylaws of Certicom or the Certificate of Incorporation or Bylaws of Merger Sub, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity other than: (i) the office of the California Secretary of State and the Delaware Secretary of State and (ii) such filings, authorizations, orders and approvals as may be required under the Securities Act (Ontario), any other applicable federal, provincial or state securities laws and the rules of The Toronto Stock Exchange, (c) result in or constitute a Default, or require any consent or approval of or notice to any Person, or result in the creation of an Encumbrance, under or pursuant to any material agreement to which Merger Sub or Certicom is a party or by which any of their respective assets are bound, or (d) violate any Law applicable to Merger Sub or Certicom or by which any of their respective assets are bound.
No Violations Resulting From Transactions. The execution and delivery by the Company of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Company or any of its affiliates will not (a) conflict with or violate any provision of the articles of incorporation, as amended, or by-laws, as amended, of the Company, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (as defined in Section 2.5 below), (c) result in or constitute a breach or default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to (i) any of the Lease Agreements or the License and Distribution Agreements or (ii) any other material agreement which in any way relates to any of the Assets, the breach of which would (A) impair the abilities of the parties to consummate the transactions contemplated hereby or (B) create or impose any Encumbrance on any of the Assets, or (d) violate any court order or injunction or Law (as defined in Section 2.5 below) applicable to the Company or by which any of their respective assets are bound.
No Violations Resulting From Transactions. Except for those matters which in the aggregate would not result in a Purchaser Material Adverse Effect, the execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby by Purchaser will not (a) conflict with or violate any provision of the certificate of incorporation, articles of association or other organizational documents of Purchaser, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to any loan or credit agreement, note, mortgage, indenture or other material agreement, obligation or instrument to which Purchaser is a party or by which any of its assets are bound, or (d) violate any Law applicable to Purchaser or by which any of its assets are bound. For purposes of this Agreement, the term "Purchaser Material Adverse Effect" means any material adverse change in, or material adverse effect on, the business, assets, prospects, results of operations, value or financial or other condition of Purchaser and its subsidiaries (taken as a whole), or any event or circumstance which would likely prevent, hinder or materially delay the consummation of any of the transactions contemplated by this Agreement or the Ancillary Agreements.
