Non-Contravention and Approvals. (a) The execution, delivery and performance by each Seller of this Agreement does not, and neither (x) the execution, delivery and performance by each member of the Seller Group of each Ancillary Agreement to which it will be a party nor (y) the consummation by each Seller of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements (including the Restructuring and the sale, assignment, sublease, conveyance, transfer or delivery of all of the Transferred Assets, notwithstanding the applicability of Section 1.04) will, (i) conflict with or violate the articles of association, certificate of incorporation, bylaws or similar organizational documents, as applicable, of such Seller or its affiliates, (ii) except as set forth in Section 3.03(a) of the Disclosure Schedule, result in any material breach of, constitute a material default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or Consent under, any Business Contract or material Permit, (iii) conflict with or violate any judgment, order or decree (“Judgment”) or federal, national, supranational, state, provincial or local or administrative statute, law, ordinance, rule, code or regulation, or other similar requirements with similar effects of any Governmental Entity (“Law”) applicable to such Seller, any of the Transferred Assets or the Transferred Subsidiaries, or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the Transferred Assets, the Transferred Shares or the properties or assets of the Transferred Subsidiaries, except, in the case of clauses (iii) and (iv), any such items that would not reasonably be expected to have a Material Adverse Effect.
Non-Contravention and Approvals. (a) The execution, delivery and performance by Purchaser and MicroPort of this Agreement does not, and neither the execution, delivery and performance by Purchaser, MicroPort and each Purchaser Subsidiary of each Ancillary Agreement to which it will be a party nor the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements and by each Purchaser Subsidiary of the transactions contemplated to be consummated by it by such Ancillary Agreements will, (i) subject to receipt of MicroPort Shareholder Approval at the MicroPort Shareholder Meeting, conflict with or violate the articles of association, certificate of incorporation, bylaws and other organizational documents, as applicable, of Purchaser, of MicroPort or any Purchaser Subsidiary, (ii) result in a breach of or constitute a default under any Contract to which Purchaser, MicroPort or any Purchaser Subsidiary is a party or by which any of their respective properties or assets is bound, (iii) subject to receipt of MicroPort Shareholder Approval at the MicroPort Shareholder Meeting, conflict with or violate any Judgment or Law applicable to Purchaser, MicroPort or any Purchaser Subsidiary or their respective properties or assets or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, MicroPort or any Purchaser Subsidiary, except, in the case of clauses (ii), (iii) and (iv), any such items that would not reasonably be expected to have a material adverse effect on the ability of Purchaser or MicroPort to consummate the Acquisition and the other transactions contemplated by this Agreement (a “Purchaser Material Adverse Effect”).
Non-Contravention and Approvals. (a) The execution and delivery by Seller of this Agreement and each Ancillary Agreement does not, and the consummation by Seller of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will not, (i) conflict with or violate the organizational documents of Seller, (ii) assuming compliance with Section 3.03(b), conflict with or violate any judgment, injunction, order or decree (“Judgment”) or federal, national, supranational, state, provincial, local, foreign or administrative statute, law, ordinance, rule, code or regulation (“Law”) to which Seller or any of the Transferred Assets is subject or (iii) result in the creation of any Lien (other than Permitted Liens or Liens arising from any act of Purchaser or its affiliates) upon any of the Transferred Assets, except, in the case of clauses (ii) and (iii), for any such items that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Transferred Assets or materially impede or materially delay the consummation by Seller of the Acquisition and the other transactions contemplated by this Agreement (“a Material Adverse Effect”).
Non-Contravention and Approvals. (a) The execution and delivery by Purchaser of this Agreement and each Ancillary Agreement, the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it hereunder and the consummation by Purchaser of the transactions contemplated to be consummated by them under the Ancillary Agreements will not, (i) conflict with or violate the organizational documents of Purchaser, (ii) result in any violation of, breach of or constitute a default under, or give rise to a right of termination, cancellation, payment or acceleration of any obligation or loss of a benefit under, any Contract to which Purchaser is a party or by which any of its properties or assets is bound, (iii) assuming compliance with Section 4.04(b), conflict with or violate any Judgment or Law to which Purchaser or its properties or assets are subject or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, except, in the case of clauses (ii) through (iv), for any such items that would not, individually or in the aggregate, reasonably be expected to result in any event, change, occurrence or effect that prevents or materially impedes or materially delays the consummation by Purchaser of the Acquisition and the other transactions contemplated by this Agreement (a “Purchaser Material Adverse Effect”).
Non-Contravention and Approvals. (a) The execution and delivery by each of the Osmotica Shareholders, Osmotica and New HoldCo of this Agreement does not, and neither the execution and delivery by each of the Osmotica Shareholders, Osmotica, New HoldCo and the Osmotica Subsidiaries of each Ancillary Agreement to which it is or will be a party nor the consummation by each of the Osmotica Shareholders, Osmotica and New HoldCo of the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements and by each Osmotica Subsidiary of the transactions contemplated to be consummated by it pursuant to such Ancillary Agreements will, (i) conflict with or violate the organizational documents, as applicable, of any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries, (ii) conflict with, or result in any breach of, or constitute a default under, require notice pursuant to, obligate any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries to make any payment under, or give rise to any right of termination, cancellation, modification or acceleration of (whether after the filing of notice or the lapse of time or both), or give rise to a loss of any benefit to which any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries is entitled to under, any provision of any Contract to which any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries is a party or by which any of its properties or assets are bound, (iii) conflict with or violate any Judgment or Law applicable to any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries, or (iv) result in the creation of any Liens (other than Osmotica Permitted Liens or Liens arising from any act of the Vertical/Trigen Shareholders or the Vertical/Trigen Companies or their respective affiliates) upon the Osmotica Shares or the properties or assets of the Osmotica Companies, except, in the case of clauses (ii) and (iii), any such items that, individually or in the aggregate, would not reasonably be expected to adversely affect New HoldCo or the Osmotica Companies in any material respect.
Non-Contravention and Approvals. (a) Except as set forth in Section 4.03 of the Vertical/Trigen Disclosure Schedule, the execution and delivery by each of the Vertical/Trigen Shareholders and Vertical/Trigen of this Agreement does not, and neither the execution and delivery by each of the Vertical/Trigen Shareholders, Vertical/Trigen and the other Vertical/Trigen Companies of each Ancillary Agreement to which it is or will be a party nor the consummation by each of the Vertical/Trigen Shareholders and Vertical/Trigen of the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements and by each Vertical/Trigen Company of the transactions contemplated to be consummated by it pursuant to such Ancillary Agreements will, (i) conflict with or violate the organizational documents, as applicable, of any of the Vertical/Trigen Shareholders, the Vertical/Trigen Companies, or the Vertical/Trigen Subsidiaries, (ii) conflict with, or result in any breach of, or constitute a default under, require notice pursuant to, obligate any of the Vertical/Trigen Shareholders, the Vertical/Trigen Companies or the Vertical/Trigen Subsidiaries to make any payment under, or give rise to any right of termination, cancellation, modification or acceleration of (whether after the filing of notice or the lapse of time or both), or give rise to a loss of any benefit to which any of the Vertical/Trigen Shareholders, the Vertical/Trigen Companies or the Vertical/Trigen Shareholders is entitled to under, any provision of any Contract to which any of the Vertical/Trigen Shareholders, the Vertical/Trigen Companies or the Vertical/Trigen Subsidiaries is a party or by which any of its properties or assets are bound, (iii) conflict with or violate any Judgment or Law applicable to any of the Vertical/Trigen Shareholders, the Vertical/Trigen Companies or the Vertical/Trigen Subsidiaries, or (iv) result in the creation of any Liens (other than Vertical/Trigen Permitted Liens or Liens arising from any act of the Osmotica Shareholders or the Osmotica Companies or their respective affiliates) upon the Vertical/Trigen Blocker Shares or the properties or assets of the Vertical/Trigen Companies, except, in the case of clauses (ii) and (iii), any such items that, individually or in the aggregate, would not reasonably be expected to adversely affect the Vertical/Trigen Companies in any material respect.
Non-Contravention and Approvals. (a) The execution, delivery and performance by Purchaser of this Agreement does not, the execution and delivery by Purchaser of each Transaction Document to which it is or will be a party will not, and the consummation by Purchaser of the transactions contemplated hereby and thereby will not (i) conflict with or violate the Constitutive Documents of Purchaser, (ii) result in any breach of, constitute a default under or require any consent, notice or other action by any Person or give rise to any right of termination, cancellation or acceleration of any right or obligation, under any material Contract to which Purchaser is a party, (iii) conflict with or violate any Judgment or Law applicable to Purchaser or its properties or assets, or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, in the case of each of clauses (ii), (iii) and (iv), other than any such items that, individually or in the aggregate, would not have a material adverse effect on the ability of Purchaser to consummate the Acquisition (a “Purchaser MAE”).
Non-Contravention and Approvals. (1) The execution, delivery and performance by Purchaser of, and Purchaser’s compliance with, this Agreement and the Ancillary Documents to which it will be a party do not and will not, and the consummation by Purchaser of the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Documents will not, (i) violate or conflict with Purchaser’s Organizational Documents, (ii) subject to obtaining the Consents set forth on Section 4.03(b) of the Purchaser Disclosure Schedule, constitute a Default under any Contract to which Purchaser is a party or by which any of its properties or assets is bound, (iii) violate any (A) Judgment or (B) Law, in either case (clause (A) or (B)), to which Purchaser or its properties or assets are subject or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, except, in the case of the foregoing clauses (ii), (iii) and (iv), for any Default, violation or creation of any Lien that, individually or in the aggregate, would not reasonably be expected to (A) prevent or materially impede or delay the consummation by Purchaser of the transactions contemplated by this Agreement or (B) have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement.
Non-Contravention and Approvals. (a) The execution and delivery by Seller of this Agreement does not, and none of the execution and delivery by Seller and each other Divesting Entity of each Ancillary Agreement to which it will be a party, the consummation by Seller and each other Divesting Entity of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement, and the consummation by Seller and each other Divesting Entity of the transactions contemplated to be consummated by them, as applicable, under the Ancillary Agreements will, (i) violate the organizational documents of Seller or any other Divesting Entity, (ii) except as set forth in Section 4.03(a) of the Seller Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, or result in any breach of or constitute a default or give rise to any termination right under any Transferred Contract or any Contract by which any of the Transferred Assets or the Chelsea Facility is bound or affected, or result in the imposition or creation of any Lien upon any Transferred Asset (except for a Permitted Lien) or (iii) subject to obtaining the Consents described in Section 4.03(b), violate any Judgment or Law applicable to such Divesting Entity or any of the Transferred Assets.
Non-Contravention and Approvals. (a) The execution, delivery and performance by Seller of this Agreement does not, the execution and delivery by Seller of each Transaction Document to which it will be a party will not, and the consummation by Seller of the transactions contemplated hereby and thereby, will not, (i) conflict with or violate the Constitutive Documents of Seller or (ii) conflict with or violate any judgment, writ, injunction, order or decree (a “Judgment”) or any foreign, federal, provincial, state or local statute, law (whether statutory or otherwise), ordinance, rule, regulation or other similar legal requirement (a “Law”) applicable to any of Seller, the Business, any of the Business Assets or any of Seller’s other properties or assets.
