Common use of Non-Contravention; Approvals and Consents Clause in Contracts

Non-Contravention; Approvals and Consents. (i) The execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx does not, and the performance by Xxxxxxxxxxxx.xxx of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien, claim, mortgage, encumbrance, pledge, security interest, equity, or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of Xxxxxxxxxxxx.xxx under any of the terms, conditions, or provisions of (x) the Certificate of Incorporation of Xxxxxxxxxxxx.xxx, (y) any statute, law, rule, regulation, or ordinance (collectively, "Laws"), or any judgment, decree, order, writ, permit, or license (collectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official, or other instrumentality of the United States, any foreign country, or any domestic or foreign state, county, city, or other political subdivision (a "Governmental or Regulatory Authority"), applicable to Xxxxxxxxxxxx.xxx or any of its assets or properties, or (z) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation, or agreement of any kind (collectively, "Contracts") to which Xxxxxxxxxxxx.xxx is a party or by which Xxxxxxxxxxxx.xxx or any of its assets or properties is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations, and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxx or on its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware, (y) as otherwise disclosed in Schedule 3.01(d)(ii) hereto, and (z) for the approval of stockholders of Xxxxxxxxxxxx.xxx, no consent, approval, or action of, filing with, or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which Xxxxxxxxxxxx.xxx is a party or by which Xxxxxxxxxxxx.xxx or any of its assets or properties is bound for the execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx, the performance by Xxxxxxxxxxxx.xxx of its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals, or actions of, filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxx, the Surviving Corporation, or on Xxxxxxxxxxxx.xxx's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) The execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx Duck does not, and the performance by Xxxxxxxxxxxx.xxx Duck of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien, claim, mortgage, encumbrance, pledge, security interest, equity, or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of Xxxxxxxxxxxx.xxx Duck under any of the terms, conditions, or provisions of (x) the Certificate of Incorporation of Xxxxxxxxxxxx.xxxDuck, (y) any statute, law, rule, regulation, or ordinance (collectively, "Laws"), or any judgment, decree, order, writ, permit, or license (collectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official, or other instrumentality of the United States, any foreign country, or any domestic or foreign state, county, city, or other political subdivision (a "Governmental or Regulatory Authority"), applicable to Xxxxxxxxxxxx.xxx Duck or any of its assets or properties, or (z) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation, or agreement of any kind (collectively, "Contracts") to which Xxxxxxxxxxxx.xxx Duck is a party or by which Xxxxxxxxxxxx.xxx Duck or any of its assets or properties is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations, and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxx Duck or on its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware, Delaware and (y) as otherwise disclosed in Schedule SCHEDULE 3.01(d)(ii) hereto, and (z) for the approval of stockholders of Xxxxxxxxxxxx.xxxDuck, no consent, approval, or action of, filing with, or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which Xxxxxxxxxxxx.xxx Duck is a party or by which Xxxxxxxxxxxx.xxx Duck or any of its assets or properties is bound for the execution and delivery of this Agreement by Xxxxxxxxxxxx.xxxDuck, the performance by Xxxxxxxxxxxx.xxx Duck of its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals, or actions of, filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxxDuck, the Surviving Corporation, or on Xxxxxxxxxxxx.xxxDuck's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) The execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx Parent and Merger-Sub does not, and the performance by Xxxxxxxxxxxx.xxx Parent and Merger-Sub of its their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in in, or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien, claim, mortgage, encumbrance, pledge, security interest, equity, interest equity or charge change of any kind (any of the foregoing, a "Lien") upon on any of the assets or properties of Xxxxxxxxxxxx.xxx Parent or Merger-Sub under any of the terms, conditions, conditions or provisions of (x) the Certificate articles of Incorporation incorporation or by-laws of Xxxxxxxxxxxx.xxx, Parent or Merger-Sub; (y) any statute, law, rule, regulation, regulation or ordinance (collectively, "Laws"), or any judgmentjudgement, decree, order, writ, permit, permit or license (collectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, countycountry, city, city or other political subdivision (a "Governmental or Regulatory Authority"), applicable to Xxxxxxxxxxxx.xxx Parent or Merger-Sub or any of its their respective assets or properties, ; or (z) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation, obligation or agreement of any kind (collectively, "Contracts") to which Xxxxxxxxxxxx.xxx either Parent or Merger-Sub is a party or by which Xxxxxxxxxxxx.xxx Parent or Merger-Sub or any of its assets or properties is are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations, creations and impositions of Liens whichLiens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect (as defined in Section 3.02(a)) on Xxxxxxxxxxxx.xxx Parent or Merger-Sub or on its their ability to consummate the transactions contemplated by this Agreement. (ii) Except for (x) for filings with various state authorities that are required in connection with the transactions contemplated under this Agreement, (y) the filing of the Certificate Certificates of Merger and other appropriate merger documents as required by the DGCL MBCL with the Secretary of State of DelawareMassachusetts and as required by the NMAL with the Secretary of State of Nevada, (y) as otherwise disclosed and appropriate documents with the relevant authorities of other states in Schedule 3.01(d)(ii) heretowhich the Constituent Entities are qualified to do business, and (z) for the approval of stockholders of Xxxxxxxxxxxx.xxxmatters disclosed in Schedule 3.01(d)(ii), no consent, approval, or action of, filing with, with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which Xxxxxxxxxxxx.xxx Parent or Merger-Sub is a party or by which Xxxxxxxxxxxx.xxx Parent or Merger-Sub or any of its their respective assets or properties is bound for the execution and delivery of this Agreement by Xxxxxxxxxxxx.xxxParent or Merger-Sub, the performance by Xxxxxxxxxxxx.xxx Parent or Merger-Sub of its their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals, approvals or actions of, filings filing with or notices to any Governmental or Regulatory Authority or other public or private third party party, the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxx, the Surviving Corporation, Parent or Merger-Sub or on Xxxxxxxxxxxx.xxxParent's and Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) The execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx PIC does not, and the performance by Xxxxxxxxxxxx.xxx PIC of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien, claim, mortgage, encumbrance, pledge, security interest, equity, equity or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of Xxxxxxxxxxxx.xxx PIC under any of the terms, conditions, conditions or provisions of (x) the Certificate of Incorporation of Xxxxxxxxxxxx.xxxPIC, (y) any statute, law, rule, regulation, regulation or ordinance (collectively, "Laws"), or any judgment, decree, order, writ, permit, permit or license (collectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, county, city, city or other political subdivision (a "Governmental or Regulatory Authority"), applicable to Xxxxxxxxxxxx.xxx PIC or any of its assets or properties, or (z) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation, obligation or agreement of any kind (collectively, "Contracts") to which Xxxxxxxxxxxx.xxx PIC is a party or by which Xxxxxxxxxxxx.xxx PIC or any of its assets or properties is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations, creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxx PIC or on its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware, Delaware and (y) as otherwise disclosed in Schedule 3.01(d)(ii) hereto, and (z) for the approval of stockholders of Xxxxxxxxxxxx.xxx, no consent, approval, or action of, filing with, or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which Xxxxxxxxxxxx.xxx PIC is a party or by which Xxxxxxxxxxxx.xxx PIC or any of its assets or properties is bound for the execution and delivery of this Agreement by Xxxxxxxxxxxx.xxxPIC, the performance by Xxxxxxxxxxxx.xxx PIC of its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals, or actions of, filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxxPIC, the Surviving Corporation, or on Xxxxxxxxxxxx.xxxPIC's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) The Except as disclosed in Section 3.5 of Endologix Disclosure Schedule, and except for the filing of the Agreement of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, the execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx Endologix does not, and the performance by Xxxxxxxxxxxx.xxx Endologix of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lienpledges, claimclaims, mortgageliens, encumbrancecharges, pledgeencumbrances, and security interest, equity, or charge interests of any kind or nature whatsoever (any of the foregoingcollectively, a "LienLiens") upon any of the assets or properties of Xxxxxxxxxxxx.xxx under Endologix under, any of the terms, conditions, conditions or provisions of (xi) the Certificate of Incorporation or Bylaws of Xxxxxxxxxxxx.xxxEndologix, or (yii) (x) any statute, law, rule, regulation, regulation or ordinance (collectivelytogether, "Laws"), or any judgment, decree, order, writ, permit, permit or license (collectivelytogether, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official, official or other instrumentality of the United States, any foreign country, States or any domestic or foreign state, county, city, city or other political subdivision (a "Governmental or Regulatory Authority"), applicable to Xxxxxxxxxxxx.xxx Endologix or any of its assets or properties, or (zy) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation, obligation or agreement of any kind (collectivelytogether, "Contracts") to which Xxxxxxxxxxxx.xxx Endologix is a party or by which Xxxxxxxxxxxx.xxx Endologix or any of its assets or properties is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, payments, reimbursements, terminations, cancellations, modifications, accelerations and creations, creations and impositions of Liens which, individually or in the aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxx Endologix or on its the ability of Endologix to consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the Certificate of Merger Other than obtaining Endologix Stockholder's Approval and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware, (y) except as otherwise disclosed in Schedule 3.01(d)(ii) hereto, and (z) for the approval Section 3.5 of stockholders of Xxxxxxxxxxxx.xxxEndologix Disclosure Schedule, no consent, approval, approval or action of, filing with, with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract contract to which Xxxxxxxxxxxx.xxx Endologix is a party or by which Xxxxxxxxxxxx.xxx Endologix or any of its assets or properties is bound for the execution and delivery of this Agreement by Xxxxxxxxxxxx.xxxEndologix, the performance by Xxxxxxxxxxxx.xxx Endologix of its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals, or actions ofactions, filings with or and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxx, the Surviving Corporation, Endologix or on Xxxxxxxxxxxx.xxx's the ability of Endologix to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) The execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx does Micrografx do not, and the performance by Xxxxxxxxxxxx.xxx Micrografx of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien, claim, mortgage, encumbrance, pledge, security interest, equity, or charge of any kind (any of the foregoing, a "Lien") Lien upon any of the assets or properties of Xxxxxxxxxxxx.xxx under Micrografx or any of its Subsidiaries under, any of the terms, conditions, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or bylaws (or other comparable charter documents) of Xxxxxxxxxxxx.xxxMicrografx or any of its Subsidiaries, or (ii) subject to the obtaining of Micrografx Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section 3.04, (yx) any statute, law, rule, regulation, regulation or ordinance (collectivelytogether, "Lawslaws"), or any judgment, decree, order, writ, permit, permit or license (collectivelytogether, "Ordersorders"), of any court, tribunal, arbitrator, authority, agency, commission, official, official or other instrumentality of the United States, any foreign country, country or any domestic or foreign state, province, county, city, city or other political subdivision (a "Governmental or Regulatory Authority"), ) applicable to Xxxxxxxxxxxx.xxx Micrografx or any of its Subsidiaries or any of their respective assets or properties, or (zy) to the knowledge of Micrografx, except as disclosed in Section 3.04 of the Micrografx Disclosure Letter, any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation, obligation or agreement of any kind (collectivelytogether, "Contracts") to which Xxxxxxxxxxxx.xxx Micrografx or any of its Subsidiaries is a party or by which Xxxxxxxxxxxx.xxx Micrografx or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, payment or reimbursement obligations, terminations, cancellations, modifications, accelerations and creations, creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect material adverse effect on Xxxxxxxxxxxx.xxx Micrografx and its Subsidiaries taken as a whole or on its the ability of Micrografx to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a premerger notification report by Micrografx under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 3.09) and the Registration Statement (as defined in Section 4.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL DL with the Secretary of State and the filing of Delawarethe Articles of Merger with the Texas Secretary of States under the TL and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (yiv) the filing(s) as otherwise disclosed in Schedule 3.01(d)(iimay be required by the Investment Canada Act (Canada) heretoand/or the Competition Act (Canada), (v) such filings and applications as are required to be made under Canadian securities law and under the Canada Business Corporations Act, (vi) such filings as are required to be made with Nasdaq and the TSE, and (zvii) for as disclosed in Section 3.04 of the approval of stockholders of Xxxxxxxxxxxx.xxxMicrografx Disclosure Letter, no consent, approval, approval or action of, filing with, with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law law or Order order of any Governmental or Regulatory Authority or or, to the knowledge of Micrografx, any Contract to which Xxxxxxxxxxxx.xxx Micrografx or any of its Subsidiaries is a party or by which Xxxxxxxxxxxx.xxx Micrografx or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by Xxxxxxxxxxxx.xxxMicrografx, the performance by Xxxxxxxxxxxx.xxx Micrografx of its obligations hereunder or the consummation by Micrografx of the transactions contemplated hereby, except for other than such consents, approvals, or actions ofactions, filings with or and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on Xxxxxxxxxxxx.xxx, the Surviving Corporation, Micrografx and its Subsidiaries taken as a whole or on Xxxxxxxxxxxx.xxx's the ability of Micrografx to consummate the transactions contemplated by this Agreement.