Non Contravention and Consents Sample Clauses

Non Contravention and Consents. Except as set forth in Section 3.4 of the Disclosure Schedule:

Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Ancillary Agreement by Buyer does not, and the performance of this Agreement and each other Ancillary Agreement by Buyer will not, (i) conflict with or violate Buyer’s Certificate of Incorporation or Bylaws, in each case as amended to date and currently in effect, or (ii) conflict with or violate any Applicable Laws or (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Buyer under any material agreement to which Buyer or it Affiliates are a party, except in the case of clause (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Buyer Material Adverse Effect or (B) otherwise adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. (b) No Consent under any agreement to which Buyer is a party is required to be obtained in connection with the execution, delivery or performance of this Agreement or any other Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby. (c) No Consent of any Governmental Entity is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or any other Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby.

Non Contravention and Consents. Other than as would not reasonably be expected to be material to the business of Tickeri, individually or in the aggregate, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any note, debt instrument, security agreement, mortgage or any other contract to which the Company or Tickeri is a party or by which the Company or Tickeri is bound or (y) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any nation, state or other instrumentality or political subdivision thereof (including any county or city), or any entity exercising executive, legislative, judicial, military, regulatory or administrative functions pertaining to any government (each, a “Government Authority”) which is applicable to the Company or Tickeri; (ii) give any person, limited liability company, partnership, trust, unincorporated organization, corporation, association, joint stock company, business group, Government Authority or other entity (each, a “Person”) the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any encumbrance, possibility of encumbrance, or restriction in favor of any Person upon any of the Tickeri Shares or any of the properties or assets of Tickeri. No filing with, or consent of, any Person is necessary in connection with, nor is any “change of control” provision triggered by, the execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby nor the consummation by the Company of the transactions contemplated hereby or thereby.

Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Ancillary Agreement by Buyer does not, and the performance of this Agreement and each other Ancillary Agreement by Buyer will not, (i) conflict with or violate Buyer’s Certificate of Incorporation or Bylaws, in each case as amended to date and currently in effect, or (ii) conflict with or violate any Applicable Laws or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of Buyer or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of Buyer’s assets or properties pursuant to, any obligation to which Buyer is a party or by which Buyer may be bound. (b) No Consent under any agreement to which Buyer is a party is required to be obtained in connection with the execution, delivery or performance of this Agreement or any other Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby. (c) No Consent of any Governmental Entity is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or any other Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby.

Non Contravention and Consents. Upon the receipt of any ----------- ------------------------------ stockholder approval of Ultimate Parent required by the General Corporation Law of the State of Delaware (the "DGCL") approving the agreement to tender, the grant of the irrevocable proxy and the agreement to sell the Covered Shares to Parent contained in Article III of this Agreement (the "Required Stockholder Approval"), each of Ultimate Parent and Target Parent has all requisite corporate right, power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance by each of Ultimate Parent and Target Parent of this Agreement do not and will not violate any provision of the Certificate of Incorporation or By-Laws of either Ultimate Parent or Target Parent or contravene or constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of either of Ultimate Parent and Target Parent or to a loss of any benefit of either Ultimate Parent or Target Parent under any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on either Ultimate Parent or Target Parent or result in the imposition of any lien on any asset of either Ultimate Parent or Target Parent. Each of Ultimate Parent and Target Parent has obtained all consents and approvals required by it in connection with the execution, delivery and performance of this Agreement, other than the Required Stockholder Approval and any consents or approvals required under the Credit Agreement which shall be obtained prior to the date of the Special Meeting (as hereinafter defined).

Non Contravention and Consents. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and will not (i) violate, contravene, breach or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.03, violate, contravene, breach or conflict with any provision of any material Applicable Law, (iii) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, result in a breach of, constitute (with or without notice or lapse of time, or both) a default under, or cause or permit the termination, cancellation, acceleration, amendment or other change of any right or obligation or the loss or diminution of any benefit to which Parent or Merger Sub is entitled under any provision of any agreement or other instrument binding upon Parent or Merger Sub or (iv) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub, with such exceptions, in the case of clauses (iii) and (iv), as would not have a Parent Material Adverse Effect.

Non Contravention and Consents. Other than as would not reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement, the execution, delivery and performance by such Buyer of this Agreement and the other documents contemplated hereby and the consummation by such Buyer of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any note, debt instrument, security agreement, mortgage or any other contract to which such Buyer is a party or by which he is bound or (y) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority which is applicable to such Buyer; or (ii) give any Person the right to challenge any of the transactions contemplated by this Agreement. No filing with, or consent of, any Person is necessary in connection with, nor is any “change of control” provision triggered by, the execution, delivery or performance by such Buyer of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer of the transactions contemplated hereby or thereby.

Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Transaction Document by Parent do not, and the performance of this Agreement and each other Transaction Document by Parent will not, (i) conflict with or violate any organizational documents or bylaws of Parent; (ii) conflict with or violate any Applicable Laws; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of Parent or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any obligation to which Parent is a party or by which Parent may be bound. (b) Except as set forth on Schedule 2.4(b), no Consent under any Significant Contract is required to be obtained by Parent or any Affiliate of Parent in connection with the execution, delivery or performance of this Agreement or any other Transaction Document by Parent or the consummation of the transactions contemplated hereby or thereby by Parent. (c) No Consent of any Governmental Entity is required to be obtained or made by Parent or any Affiliate of Parent in connection with the execution, delivery and performance of this Agreement or any other Transaction Document by Parent or the consummation of the transactions contemplated hereby or thereby by Parent.

Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Transaction Document by Buyer does not, and the performance of this Agreement and each other Transaction Document by Buyer will not, (i) conflict with or violate any organizational documents or bylaws of Buyer or (ii) conflict with or violate any Applicable Laws. (b) No Consent under any agreement to which a Buyer is a Party is required to be obtained in connection with the execution, delivery or performance of this Agreement or any other Transaction Document by such Buyer or the consummation of the transactions contemplated hereby or thereby. (c) No Consent of any Governmental Entity is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or any other Transaction Document by Buyer or the consummation of the transactions contemplated hereby or thereby.

Non Contravention and Consents. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not (i) violate, contravene, breach or conflict with the certificate of incorporation or bylaws of the Company or any material provision of the equivalent organizational documents of any Subsidiary of the Company, (ii) assuming compliance with the matters referred to in Section 4.03, violate, contravene, breach or conflict with any material Applicable Law, (iii) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, result in a breach of, constitute (with or without notice or lapse of time, or both) a default under, or cause or permit the termination, cancellation, acceleration, amendment or other change of any right or obligation or the loss or diminution of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any Contract or any franchise, permit, certificate, approval or other similar authorization or instrument affecting the assets or business of the Company and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (iii) and (iv), as would not have a Company Material Adverse Effect.