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

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by it does not, and the performance by it 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 upon any of its assets or properties under, any of the terms, conditions or provisions of (i) its certificate or articles of incorporation or bylaws (or other comparable charter documents), or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any laws or orders of any Governmental or Regulatory Authority applicable to it or any of its assets or properties, or (y) any Contracts to which it is a party or by which it or any of its assets or properties is bound, excluding from the foregoing clauses (x) and (y) 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 its ability to consummate the transactions contemplated by this Agreement. (b) 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 it is a party or by which it or any of its assets or properties is bound for its execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on its ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by it does eShare do not, and the performance by it eShare 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 Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of its the assets or properties of eShare under, any of the terms, conditions or provisions of (i) its certificate the Certificate of Incorporation or articles of incorporation or bylaws By-laws (or other comparable charter documents)document) of eShare or any of its Subsidiaries, or (ii) subject to the obtaining of the eShare Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws Laws or orders Orders of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by eShare applicable to it eShare or any of its assets or properties, or (y) any Contracts Contract to which it eShare is a party or by which it eShare or any of its assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be reasonably expected (so far as can be foreseen at the time) to have a material adverse effect on its ability to consummate the transactions contemplated by this Agreementan eShare Material Adverse Effect. (b) No Except for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware, and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority Body 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 Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by eShare, or any Contract to which it eShare is a party or by which it eShare or any of its assets or properties is bound for its the execution and delivery of this AgreementAgreement by eShare, the performance by eShare of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not reasonably be reasonably expected (so far as can be foreseen at the time) to have a material adverse effect on its ability to consummate the transactions contemplated by this Agreementan eShare Material Adverse Effect.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by it does each Seller do not, and at the Purchase Date the performance by it each Seller of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby will not, conflict with, result in a violation or and 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 lien upon any of its the assets or properties of any Seller or any of their Subsidiaries under, (i) any of the terms, conditions or provisions of (i) its certificate any Law or articles of incorporation or bylaws (or other comparable charter documents), or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any laws or orders Order of any Governmental or Regulatory Authority applicable to it Authority, (ii) the certificate of incorporation or the by-laws of any Seller, or (iii) any provision of any indenture, agreement or other instrument by which any Seller or any of its assets or properties, or (y) any Contracts to which it is a party or by which it Subsidiaries or any of its their respective properties or assets or properties is are bound, excluding from the foregoing clauses (x) and (y) 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 its ability to consummate the transactions contemplated by this Agreement. (b) No Except for the filing of such report, as may be required under Section 13(d) of the Exchange Act, no consent, approval or action of, filing with or notice to any Governmental Government or Regulatory Authority or other public or private third party is necessary or required on the part of any Seller under any of the terms, conditions or provisions of any law Law or order Order of any Governmental or Regulatory Authority or any Contract indenture, agreement or other instrument pursuant to which any Seller or any of its Subsidiaries is a party or any Seller or any of its Subsidiaries or any of their respective assets or properties is bound for the execution of and delivery of this Agreement and the Ancillary Agreements to which it is a party or by which it or any of its assets or properties is bound for its execution and delivery of this AgreementSeller, the performance by any Seller of its obligations hereunder and thereunder, or the consummation of the transactions contemplated herebyhereby and thereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on its the any of the Sellers and their subsidiaries taken as a whole or materially impair the ability of any of the Sellers to consummate the transactions contemplated by this Agreement.