Common use of Non-Contravention and Approvals Clause in Contracts

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, execution and delivery and performance by Purchaser and MicroPort of this Agreement does not, and neither the execution, execution and delivery and performance by Purchaser, MicroPort Purchaser and each of the Purchaser Subsidiary Affiliates 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 pursuant to this Agreement and such Ancillary Agreements and by each Purchaser Subsidiary Affiliate of the transactions contemplated to be consummated by it by pursuant to such Ancillary Agreements will, (i) subject to receipt of MicroPort Shareholder Approval at the MicroPort Shareholder Meeting, conflict with or violate the articles organizational documents of association, certificate of incorporation, bylaws and other organizational documents, as applicable, of Purchaser, of MicroPort Purchaser or any Purchaser SubsidiaryAffiliate, (ii) result in a any breach of of, or constitute a default under under, require notice pursuant to, or give rise to any right of consent, termination or cancellation of, any Contract to which Purchaser, MicroPort Purchaser or any Purchaser Subsidiary Affiliate 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 which Purchaser or any Purchaser Subsidiary Affiliate or their respective properties or assets are subject, or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, MicroPort Purchaser or any Purchaser SubsidiaryAffiliate, except, in the case of clauses (ii), ) and (iii) and (iv), any such items that that, individually or in the aggregate, would not reasonably be expected to (x) prevent or materially impede or delay the consummation by Purchaser or any Purchaser Affiliate, as applicable, of the Acquisition and the other transactions contemplated by this Agreement or (y) have a material adverse effect on the ability of Purchaser or MicroPort any Purchaser Affiliate to consummate the Acquisition perform its or their obligations under this Agreement and the other transactions contemplated by this Agreement Ancillary Agreements (each of clauses (x) and (y), a “Purchaser Material Adverse Effect”).

Non-Contravention and Approvals. (a) The execution, delivery and performance by Purchaser and MicroPort of this Agreement does do not, and neither the execution, delivery and performance by Purchaser, MicroPort Purchaser and each of the Purchaser Subsidiary Subsidiaries 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 pursuant to this Agreement and such Ancillary Agreements and by each Purchaser Subsidiary of the transactions contemplated to be consummated by it by pursuant to such Ancillary Agreements will, (i) subject to receipt of MicroPort Shareholder Approval at the MicroPort Shareholder Meeting, conflict with or violate the articles organizational documents of association, certificate of incorporation, bylaws and other organizational documents, as applicable, of Purchaser, of MicroPort Purchaser or any Purchaser Subsidiary, (ii) conflict with, or result in a any breach of of, or constitute a default under under, require notice or Consent pursuant to, or give rise to any increase in payment or performance obligations under, 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 Purchaser or any Purchaser Subsidiary is entitled to under, any provision of any Contract to which Purchaser, MicroPort Purchaser 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 Purchaser or any Purchaser Subsidiary or their respective properties or assets assets, or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, MicroPort Purchaser or any Purchaser Subsidiary, except, in the case of clauses (ii), (iii) and (iv), any such items that that, individually or in the aggregate, would not reasonably be expected to (x) prevent or materially impede or delay the consummation by Purchaser of the Acquisition and the other transactions contemplated by this Agreement or (y) have a material adverse effect on the ability of Purchaser or MicroPort to consummate the Acquisition perform its obligations under this Agreement and the other transactions contemplated by this Agreement Ancillary Agreements (each of clauses (x) and (y), a “Purchaser Material Adverse Effect”).

Non-Contravention and Approvals. (a) The execution, execution and delivery by Parent and performance by Purchaser and MicroPort the Purchasers of this Agreement does not, and neither the execution, execution and delivery by Parent and performance by Purchaser, MicroPort and each Purchaser Subsidiary the Purchasers of each Ancillary Agreement to which it will be a party nor the consummation by Purchaser of Parent or the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements and by each Purchaser Subsidiary Purchasers of the transactions contemplated to be consummated by it by pursuant to this Agreement and 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 its organizational documents, as applicable, of Purchaser, of MicroPort or any Purchaser Subsidiary, (ii) conflict with, or result in a any breach of of, or constitute a default under under, require notice pursuant to, or give rise to any Contract 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 PurchaserParent or the Purchasers is entitled to under, MicroPort any provision of any Contract, franchise, permit or any Purchaser Subsidiary other authorization, right, restriction or obligation to which Parent or the Purchasers is a party or by which any of their respective its properties or assets is are bound, (iii) subject to receipt of MicroPort Shareholder Approval at the MicroPort Shareholder Meeting, conflict with or violate any Judgment or Law applicable to Parent or any 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 Parent or any Purchaser SubsidiaryPurchaser, except, in the case of clauses (ii), (iii) and (iv), any such items that that, individually or in the aggregate, would not reasonably be expected to have a (x) be material adverse effect on to the ability Parent or the Purchasers, (y) prevent or materially impede or delay the consummation by Parent or the Purchasers of Purchaser or MicroPort to consummate the Acquisition and the other transactions contemplated by this Agreement or (z) have a “Purchaser Material Adverse Effect”)material adverse effect on the ability of Parent or the Purchasers to perform its obligations under this Agreement and the Ancillary Agreements.