Non Contravention and Consents. Except as set forth in Section 3.4 of the Disclosure Schedule:
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. (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.
Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Transaction Document by Parent and Merger Sub does not, and the performance of this Agreement and each other Transaction Document by Parent and Merger Sub will not, (i) conflict with or violate the Parent's or the Merger Sub'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 or constitute a default) under, or impair the rights of Parent or Merger Sub 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 Parent's or the Merger Sub's assets or properties pursuant to, any obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub may be bound.
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 Applicable Law, (iii) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute (with or without notice or lapse of time, or both) a default under, or cause or permit the termination, cancellation, acceleration 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 (ii) through (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Non Contravention and Consents. (a) The execution and delivery of this Agreement and the other Transaction Documents to which a Buyer Party is a party do not, and the performance of this Agreement and the other Transaction Documents by the Buyer Parties will not (i) conflict with or violate the Charter Documents of a Buyer Party, (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, alter the rights or obligations of any third party under, or give to others any right of termination, amendment, acceleration or cancellations of, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of a Buyer Party pursuant to any material agreement to which a Buyer Party or its Affiliates is a party or otherwise subject, except in the case of clause (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Parent Material Adverse Effect or (B) otherwise adversely affect a Buyer Party’s ability to consummate the transactions contemplated by this Agreement and the other Transaction Documents.
Non Contravention and Consents. Except as set forth on Schedule 3.4:
Non Contravention and Consents. (a) The execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is a party does not, and the performance of this Agreement and each Ancillary Agreement to which Buyer is a party 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 its Affiliates are a party other than Buyer's credit facility as referenced in Section 6.02(d), 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.
Non Contravention and Consents. (a) The execution and delivery by the Companies of this Agreement and each other Transaction Document does not, and the performance by the Companies of this Agreement and each other Transaction Document will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or acceleration of any obligation or the loss of a benefit under, any termination or right of termination or cancellation of, or any right of purchase under, or result in the creation of any Lien upon any of the properties or assets of the Company under, any provision of (i) the Charter Documents, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which a Company is a party or by which it or any of its respective properties or assets are bound, (iii) any Applicable Law or (iv) any Significant Contract.
Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Transaction Document by each Seller does not, and the performance of this Agreement and each other Transaction Document by such Seller will not, (i) conflict with or violate any organizational documents or bylaws of such Seller; (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 such Seller 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 either Seller is a party or by which either Seller may be bound.
