Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder. (b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Magicjack Vocaltec LTD), Merger Agreement (B. Riley Financial, Inc.)
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company do not, and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated hereby will not, (i) subject to receipt of the Company Shareholder Approval, result in a violation of any provision of the Organizational Documents of Parent the Company or Merger Subany of its Subsidiaries, (ii) subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals and authorizations contemplated by Section 4.03(b3.03(b) have been obtained and all notices and filings described in Section 4.03(b3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent the Company or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse of time, time or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or give rise to the creation of any Lien (other than Permitted Liens) on any of the Company or its Subsidiaries assets pursuant to, or result in any change in the rights or obligations of any Person under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is boundContract, except in the case of clauses (ii) and (iii) as would notas, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub the Company of their its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf with respect to the Company or any of Parent or Merger Sub its Subsidiaries in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub the Company or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor IIA Notice and approval of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984Notice, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other any applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market Select Market, (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect or to prevent, materially delay or materially impair the consummation ability of the Company to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub perform any of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Magicjack Vocaltec LTD), Merger Agreement (B. Riley Financial, Inc.)
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company do not, and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent the Company or Merger Subany of its Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b3.03(b) have been obtained and all notices and filings described in Section 4.03(b3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent the Company or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries is or any of their respective assets may be bound, or (iv) result in the creation of any Lien (other than Permitted Liens) on any assets of the Company or any of its Subsidiaries, except in the case of clauses (ii), (iii) and (iiiiv) as is not and would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to preventthe Company and its Subsidiaries, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereundertaken as a whole.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf with respect to the Company or any of Parent or Merger Sub its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and Merger Sub the Company or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR ActAct or under any other applicable Antitrust Law, (iiiii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (iviii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation Articles of the Merger and the issuance acceptance for record by the Maryland Department of the Certificate Articles of Merger by pursuant to the Companies RegistrarMGCL, (viv) as may be required for compliance any filings with the rules and approvals of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (viiv) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made made, individually or in the aggregate aggregate, has not had and would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as have a result of Parent’s election to seek financing in connection with the MergerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Telecommunication Systems Inc /Fa/), Merger Agreement (Comtech Telecommunications Corp /De/)
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of with respect to Parent or Merger Sub in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR ActAct or under any other applicable Antitrust Law, (iiiii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (iviii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation Articles of the Merger and the issuance acceptance for record by the Maryland Department of the Certificate Articles of Merger by pursuant to the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule MGCL and (viiiv) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its their obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Comtech Telecommunications Corp /De/), Merger Agreement (Telecommunication Systems Inc /Fa/)
Non-Contravention; Consents and Approvals. (a) The execution and delivery by the Company of this Agreement by and each of Parent and Merger Sub do notapplicable Ancillary Document, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, and the performance by the Company of this Agreement and each applicable Ancillary Document in accordance with its terms will not:
(a) except as set forth in Section 4.13(a) of the Company Disclosure Letter, violate the Existing Operating Agreement or any comparable organizational instruments of any of the Company's Subsidiaries;
(b) require the Company to obtain any consents, approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Authorities or any other Person, except for (i) result in a violation of any provision the notification requirements of the Organizational Documents of Parent or Merger SubHSR Act, (ii) assuming that all consentsthe filing of the Articles of Merger with the Secretary of State of the State of Illinois, approvals and authorizations (iii) as set forth in Section 4.13(b) of the Company Disclosure Letter (the "COMPANY CONSENTS AND NOTICES"), (iv) as contemplated by Section 4.03(b6.8 (the "CLIENT CONSENTS") or (v) any such consents, approvals, authorizations or actions of, or filings with or notices to any Person (other than a Governmental Authority) the failure to obtain or make which would not have been a Company Material Adverse Effect;
(c) assuming all of the Client Consents and the Company Consents and Notices are obtained and all notices and filings described in Section 4.03(b) have been or made, violate or result in a violation the breach of any Law of the material terms and conditions of, cause the termination of or Order applicable to, binding upon or enforceable against Parent or Merger Sub or give any of their respective properties or assetsother contracting party the right to terminate, or constitute (iii) or with notice or without notice, lapse of time, or both, result in any breach of, or constitute constitute) a default under, or give rise to a right result in the acceleration of acceleration or termination under, or require any notice, consent or waiver monetary liabilities under, any Material Contract or material Permit to which Parent the Company or any of its Subsidiaries is a party or by which Parent any of their respective properties or assets are bound, or result in the creation of any Lien, other than a Permitted Lien, upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to the terms of any Material Contract or material Permit to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, except for any such violations, breaches, terminations, defaults, accelerations or creations under any Material Contracts that would not have a Company Material Adverse Effect; or
(d) assuming all of the Client Consents and the Company Consents and Notices are obtained or made, violate or result in the case breach of clauses (ii) and (iii) as would not, individually any applicable Orders or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation Laws of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the MergerAuthorities.
Appears in 2 contracts
Samples: Merger Agreement (Deerfield Triarc Capital Corp), Merger Agreement (Triarc Companies Inc)
Non-Contravention; Consents and Approvals. None of (ai) The the execution and delivery by the Company of this Agreement by each of Parent and Merger Sub do not, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent or Merger SubAgreement, (ii) assuming that all consentsthe issuance of the New Shares and (iii) the fulfillment of and compliance with the terms and provisions hereof applicable to the Company, approvals and authorizations contemplated by Section 4.03(bwill:
(a) have been obtained and all notices and filings described in Section 4.03(b) have been madeconflict with, or result in a violation breach of any provision of, the Articles of Incorporation or bylaws of the Company;
(b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any Subsidiary is a party, except in each case for matters (i) previously disclosed in writing to Purchaser or a Purchaser Designee or (ii) discussed at a meeting of the Company's Board of Directors at which a Purchaser Designee was present;
(c) violate any Law applicable to the Company or Order applicable to, binding upon or enforceable against Parent or Merger Sub any Subsidiary or any of their respective properties or assets, ; or
(d) require any action or (iii) with consent or without notice, lapse of time, or both, result in any breach approval of, or constitute a default underreview by, or give rise to a right of acceleration registration or termination under, or require any notice, consent or waiver under, any Contract to which Parent filing by the Company or any of its Subsidiaries is a Affiliates with, any third party (including, without limitation, securities authority or by which Parent exchange) or any of its Subsidiaries is boundGovernmental Authority, other than registrations or other actions required under federal and state securities laws as are contemplated by the Registration Rights Agreement; except in the case of clauses (iib), (c) and (iii) as d), for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunderhave a Material Adverse Effect.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company do not, and subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals, and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, the consummation by each of Parent and Merger Sub the Company of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent the Company or Merger Subany of its Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent the Company or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse except as set forth in Section 3.03(a) of time, or boththe Disclosure Letter, result in any loss, suspension, limitation or impairment of any right of the Company or any of its Subsidiaries under, or any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or Permit binding upon the Company or any of its Subsidiaries is a party or by to which Parent any of their respective properties or assets are subject, or (iv) result in the imposition of any Lien (other than Permitted Liens) upon any asset of the Company or any of its Subsidiaries is boundSubsidiaries, except in the case of clauses (ii), (iii) and (iiiiv) as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereundera Material Adverse Effect.
(b) No consent, approval, order order, or authorization of, action by or in respect of, or registration, declaration declaration, or filing with, any Governmental Authority is required by or on behalf with respect to the Company or any of Parent or Merger Sub its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and Merger Sub the Company or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR ActAct or under any other applicable Antitrust Law, (iiiii) as required under applicable requirements of the Securities Act, the Exchange Act, other any applicable foreign securities laws, and state securitiessecurities laws, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (iviii) the filing of the Merger Proposal Agreement of Merger, the officers’ certificates, and Merger Notice any other documents required to be filed with the Companies Registrar and all such other notices or filings required California Secretary under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarCGCL, (viv) as may be required for compliance with the rules of the NASDAQ Global Select Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (viiv) such other consents, approvals, orders, authorizations, actions, registrations, declarations declarations, and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation ability of the Company to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub perform any of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 1 contract
Samples: Merger Agreement (Ixia)
Non-Contravention; Consents and Approvals. (a) The Neither the execution and delivery by the Seller of this Agreement by each of Parent and Merger Sub do not, and nor the consummation by each of Parent and Merger Sub the Seller of the transactions contemplated hereby hereby, nor compliance by the Seller with any of the provisions hereof, will not, (i) conflict with or result in a violation breach of any provision of the Organizational Documents Articles of Parent Incorporation or Merger SubCode of Regulations of the Seller, (ii) assuming that all consents(other than such breaches, approvals conflicts and authorizations contemplated by Section 4.03(bdefaults set forth in Schedule 4.4(a) hereto which shall have been obtained and all notices and filings described in Section 4.03(bwaived at or prior to the Closing) have been made, result in a violation of any Law the breach of, or Order applicable toconflict with, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach the terms and conditions of, or constitute a default under(with or without the giving of notice or the lapse of time or both) with respect to, or give rise to a right of acceleration result in the cancellation or termination underof, or require the acceleration of the performance of any noticeobligations or of any indebtedness under any contract, consent agreement, lease, commitment, indenture, mortgage, note, bond, license or waiver under, any Contract other instrument or obligation to which Parent or any of its Subsidiaries the Seller is a party or by which Parent the Seller or any of its Subsidiaries is boundthe Assets may be bound or affected, except in the case of clauses (ii) and (iii) as would not, individually or result in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation creation of any Lien upon any of the Merger Assets, or (iv) violate any law or any rule or regulation of any administrative agency or governmental body, or any order, writ, injunction or decree of any court, administrative agency or governmental body to which the other transactions contemplated hereby Seller or any of the performance by Parent or Merger Sub of their obligations hereunderAssets may be subject.
(b) No consentExcept as set forth in Schedule 4.4(b) hereto, no approval, authorization, consent or other order or authorization of, action by or in respect of, or registrationfiling with or notice to any court, declaration administrative agency or filing with, other governmental authority or any Governmental Authority other person is required for the execution and delivery by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance Seller of this Agreement by each of Parent and Merger Sub or the consummation by it of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, .
(ivc) A description of all Permits which to the filing best knowledge of Seller are necessary or desirable for the operation of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (vBusiness are set forth in Schedule 4.4(c) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, hereto. Except as set forth in Section 6.01(eSchedule 4.4(c) hereto, no approval by a governmental authority is required for transfer to Buyer of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the MergerPermits.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hi Rise Recycling Systems Inc)
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do does not, and the execution and delivery of the Joinder Agreement by Merger Sub will not, and subject to the approval of this Agreement and the Merger by the Board of Directors of Merger Sub and the sole shareholder of Merger Sub (which will be obtained promptly following the execution and delivery of the Joinder Agreement) and assuming that all consents, approvals, and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents organizational documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, or (iv) result in the imposition of any Lien (other than Permitted Liens) upon any asset of Parent or Merger Sub, except in the case of clauses (ii), (iii) and (iiiiv) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub perform any of their its obligations hereunder.
(b) No consent, approval, order order, or authorization of, action by or in respect of, or registration, declaration declaration, or filing with, any Governmental Authority is required by or on behalf of with respect to Parent or Merger Sub in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and the Joinder Agreement by Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR ActAct or under any other applicable Antitrust Law, (iiiii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securitiessecurities laws, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (iviii) the filing of the Merger Proposal Agreement of Merger, the officer’s certificate and Merger Notice any other documents required to be filed with the Companies Registrar and all such other notices or filings required California Secretary under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarCGCL, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (viiiv) such other consents, approvals, orders, authorizations, actions, registrations, declarations declarations, and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub perform any of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company do not, and subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals, and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, the consummation by each of Parent and Merger Sub the Company of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent the Company or Merger Subany of its Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent the Company or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse except as set forth in Section 3.03(a) of time, or boththe Disclosure Letter, result in any loss, suspension, limitation or impairment of any right of the Company or any of its Subsidiaries under, or any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or Permit binding upon the Company or any of its Subsidiaries is a party or by to which Parent any of their respective properties or assets are subject, or (iv) result in the imposition of any Lien (other than Permitted Liens) upon any asset of the Company or any of its Subsidiaries is boundSubsidiaries, except in the case of clauses (ii(ii), (iii) and (iiiiv) as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereundera Material Adverse Effect.
(b) No consent, approval, order order, or authorization of, action by or in respect of, or registration, declaration declaration, or filing with, any Governmental Authority is required by or on behalf with respect to the Company or any of Parent or Merger Sub its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and Merger Sub the Company or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR ActAct or under any other applicable Antitrust Law, (iiiii) as required under applicable requirements of the Securities Act, the Exchange Act, other any applicable foreign securities laws, and state securitiessecurities laws, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (iviii) the filing of the Merger Proposal Agreement of Merger, the officers’ certificates, and Merger Notice any other documents required to be filed with the Companies Registrar and all such other notices or filings required California Secretary under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarCGCL, (viv) as may be required for compliance with the rules of the NASDAQ Global Select Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (viiv) such other consents, approvals, orders, authorizations, actions, registrations, declarations declarations, and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation ability of the Company to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub perform any of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent the Investor and Merger Sub do notthe Manager and the Ancillary Documents to which they are parties, and the consummation by each of Parent the Investor and Merger Sub the Manager, as applicable, of the transactions contemplated hereby will notand thereby, and the performance by the Investor and the Manager of their respective obligations hereunder and thereunder: (i) result in a violation of does not violate any provision of the Organizational Constituent Documents of Parent the Investor or Merger Subthe Manager or any Manager CLO Issuer; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor, the Manager or any Manager CLO Issuer or any part of the properties or assets of the Investor, the Manager or any Manager CLO Issuer, (iiB) assuming that all consentsdoes not require the Consent of any Person under, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been madeviolate, result in a violation the termination or acceleration of or of any Law right under, give rise to or Order applicable tomodify any right or obligation under (whether or not in combination with any other event or circumstance), binding upon or enforceable against Parent conflict with, breach or Merger Sub constitute a default under (in each case with or without notice, the passage of time or both), any Manager CLO Management Agreement, (C) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract other than a Manager CLO Management Contract to which, the Investor, the Manager or any Manager CLO Issuer is a party or by which any of their respective properties or assets is bound, (D) does not result in the creation or imposition of any Lien on any part of the properties or assets of the Investor, the Manager or any Manager CLO Issuer, (E) does not violate any Order binding on the Investor, the Manager or any Manager CLO Issuer or any part of their respective properties or assets, or and (iiiF) with or without notice, lapse of time, or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or does not otherwise require any notice, consent or waiver under, any Contract to which Parent Governmental Approvals or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, except Third Party Consents in each case other than the case of clauses Manager CLO Consents (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunderdefined below).
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 1 contract
Samples: Acquisition and Investment Agreement (Deerfield Capital Corp.)
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement and the Company Equityholder’s Related Agreements by each of Parent and Merger Sub the Company Equityholder do not, and the consummation by each of Parent and Merger Sub of the transactions contemplated by hereby and thereby, and compliance with the provisions of this Agreement and the Company Equityholder’s Related Agreements will not, (i) conflict with, or result in a any violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assetsbreach of, or default (iii) with or without notice, notice or lapse of time, or both, result in any breach of, or constitute a default ) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material right or termination obligation or to the loss of a material benefit under, or require result in the creation of any noticeLien upon any of the properties or assets of the Company Equityholder under, consent or waiver result in any loss, suspension, limitation or impairment of any right of the Company Equityholder to own or use any assets for the conduct of their its businesses under, any provision of (a) the Governing Documents of the Company Equityholder or (b) (i) any material Contract of the Company Equityholder or (ii) subject to which Parent the filings and other matters referred to in the immediately following sentence, any Law or Governmental Order, in each case applicable to the Company Equityholder or any of its Subsidiaries is a party the Company Equityholder’s properties or by which Parent or any of its Subsidiaries is boundassets, except other than, in the case of clauses the foregoing clause (ii) b), any such conflicts, violations, breaches, defaults, rights, losses, Liens, suspensions, limitations or impairments that have not and (iii) as would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to prevent, materially delay impair or materially impair delay the consummation of Company Equityholder’s ability to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.
(b) this Agreement and its Related Agreements. No consent, approval, order order, permit, license, waiver or authorization of, action by or in respect ofnonaction by, or registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or on behalf of Parent or Merger Sub with respect to the Company Equityholder in connection with the execution, execution and delivery and performance by the Company Equityholder of this Agreement by each of Parent and Merger Sub its Related Agreements or the consummation by the Company Equityholder of the Merger or the other transactions contemplated by this Agreementhereby and thereby, except for (iA) the execution by Parent of an undertaking in customary form in favor filing with the SEC of the IIA to comply with the applicable Israeli Encouragement of Research, Development Proxy Statement and Technological Innovation in the Industry Law 5744-1984, (ii) as required such reports under the HSR Act, (iii) Exchange Act as may be required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement Agreement, the Related Agreements and the transactions contemplated herebyhereby and thereby, (ivB) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by pursuant to the Companies RegistrarDLLCA, (vC) any filings or notices as may be required for under applicable state securities or “blue sky” Laws in connection with the Share Issuances or as may be required by Nasdaq, (D) compliance with and filings under the rules HSR Act or any other Antitrust Law, (E) submission of the NASDAQ Global Market (vi) as required under ITAR Notice to the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) Directorate of Defense Trade Controls of the Disclosure Schedule U.S. State Department and (viiF) such other consents, approvals, orders, permits, licenses, waivers, authorizations, actions, nonactions, registrations, declarations declarations, filings and filings notices the failure of which to be obtained or made individually or in the aggregate have not and would not reasonably be expected to to, individually or in the aggregate, prevent, materially delay impair or materially impair delay the consummation of Company Equityholder’s ability to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of this Agreement and its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the MergerRelated Agreements.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent the Company Stockholder and Merger Sub do notthe Company and the Ancillary Documents to which each is a party, the consummation by the Company Stockholder and the Company, as applicable, of the Transactions, and the consummation performance by each the Company Stockholder and the Company of Parent their respective obligations hereunder and Merger Sub thereunder, except as set forth in Section 3.6 of the transactions contemplated hereby will notCompany Disclosure Schedule and except for such Consents required for the “assignment” (or deemed assignment) by the Company of each Company CLO Management Agreement under applicable Law, including the Investment Advisers Act, and the Company CLO Management Agreements: (i) result in a violation of do not violate any provision of the Organizational Company CLO Issuer Operative Documents or the Constituent Documents of Parent the Company Stockholder, the Company or Merger Subany of the Company’s Subsidiaries; and (ii)(A) do not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over the Company Stockholder, the Company or any of the Company’s Subsidiaries or any part of the properties or assets of the Company Stockholder, the Company or any of the Company’s Subsidiaries, (iiB) assuming that all consentsdo not require the Consent of any Person under, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been madeviolate, result in a violation the termination or acceleration of or of any Law right under, give rise to or Order applicable tomodify any right or obligation under (whether or not in combination with any other event or circumstance), binding upon or enforceable against Parent conflict with, breach or Merger Sub constitute a default under (in each case with or without notice, the passage of time or both), any Company CLO Management Agreement or Company CLO Issuer Operative Document in each case, except as would not have a Company Material Adverse Effect, (C) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract other than a Company CLO Management Agreement or Company CLO Issuer Operative Document to which the Company Stockholder, the Company or any of the Company’s Subsidiaries is a party or by which any of their respective properties or assets is bound, in each case, except as would not have a Company Material Adverse Effect, (D) do not result in the creation or imposition of any material Lien on any part of the properties or assets of the Company Stockholder, the Company or any of the Company’s Subsidiaries, (E) do not violate any Order binding on the Company Stockholder, the Company or any of the Company’s Subsidiaries or any part of their respective properties or assets, or and (iiiF) with or without notice, lapse of time, or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or do not otherwise require any notice, consent or waiver under, any Contract to which Parent material Governmental Approvals or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is boundmaterial Third Party Consents, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Actcase, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and than the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the MergerCompany Consents.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution Except for the Antitrust Approvals, the Required Regulatory Approvals and as set forth in Schedule 4.3(a) of the Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement by each of Parent and Merger Sub do not, its Related Agreements and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby will not, not (i) result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of violate any Law to which the Company or Order applicable to, binding upon or enforceable against Parent or Merger Sub any of its Subsidiaries or any of their respective properties or assets, assets are subject; (ii) violate or conflict with the Governing Documents of the Company or any of its Subsidiaries; (iii) violate or result in a breach or default (or give rise to any right of termination, cancellation or acceleration), with or without the giving of notice, the lapse of time, or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, under any Contract to which Parent the Company is a party, or (iv) except with respect to Permitted Liens, result in the creation of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries Subsidiary; provided, however, that no representation or warranty is a party or by which Parent or any of its Subsidiaries is bound, except made in the case of foregoing clauses (i), (iii) and (iv) with respect to matters that would not have a Material Adverse Effect.
(b) Except for (i) the Antitrust Approvals, (ii) the Required Regulatory Approvals and (iii) as would not, individually or set forth in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation Schedule 4.3(b) of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.
(b) No consentDisclosure Schedule, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance by the Company of this Agreement by each of Parent and Merger Sub or its Related Agreements and the consummation of the Merger or the other transactions contemplated hereby and thereby will not require any filing or registration by this Agreementthe Company or any Subsidiary with, except (i) or notice by the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of ResearchCompany or any Subsidiary to, Development and Technological Innovation in the Industry Law 5744-1984or authorization, (ii) as required under the HSR Actqualification, (iii) as required under applicable requirements of the Securities Actconsent, the Exchange Act, order or approval or other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL action with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarCompany or any Subsidiary by, (v) as may be required for compliance any Applicable Authority; provided, however, that no representation or warranty is made with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory lawsrespect to filings, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other registrations, notices, authorizations, qualifications, consents, approvals, orders, authorizationsapprovals or actions that, actionsif not made or obtained, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as have a result of Parent’s election to seek financing in connection with the MergerMaterial Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (New Residential Investment Corp.)
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Mxxxxx Sub do does not, and the performance by each of Parent and Merger Sub and consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents organizational documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, except in the case of clauses (ii) and (iii) ), as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by have a Parent or Merger Sub of their obligations hereunderMaterial Adverse Effect.
(b) No consent, approval, order Order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of with respect to Parent or Merger Sub in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR ActAct or as set forth in Section 4.03(b) of the Disclosure Schedule, (iiiii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities lawsLaws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated herebyLaws, (iviii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by with the Companies RegistrarMichigan Department, (viv) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory lawsCFIUS Clearance, as set forth in Section 6.01(e) of the Disclosure Schedule and (viiv) such other consents, approvals, ordersOrders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by have a Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do the Company does not, and the performance by the Company and consummation by each of Parent and Merger Sub the Company of the transactions contemplated hereby will not, (i) assuming the Company Shareholder Approval is obtained, result in a violation of any provision of the Organizational Documents organizational documents of Parent the Company or Merger Subany of its Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b3.03(b) have been obtained and all notices and filings described in Section 4.03(b3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent the Company or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or result in the creation of any Lien (other than a Permitted Lien) on any of the rights, properties or assets of the Company or any of its Subsidiaries pursuant to, or require any notice, consent or waiver under, any Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries is bound, except in the case of clauses (ii) and (iii) ), as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunderhave a Company Material Adverse Effect.
(b) No consent, approval, order Order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf with respect to the Company or any of Parent or Merger Sub its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and Merger Sub the Company or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR ActAct or as set forth in Section 3.03(b) of the Disclosure Schedule, (iiiii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities lawsLaws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated herebyLaws, (iviii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by with the Companies RegistrarMichigan Department, (iv) any filings with and approvals of the NASDAQ, (v) as may be required for compliance with the rules of the NASDAQ Global Market CFIUS Clearance, and (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, ordersOrders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as have a result of Parent’s election to seek financing in connection with the MergerCompany Material Adverse Effect.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub do not, the Transaction Documents and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, does not and will not, not (i) result in a violation of violate any provision of the Organizational Documents constituent documents of Parent the Purchaser (or Merger Subits designated Affiliate, as applicable), (ii) assuming that all consentsthe Purchaser Required Approvals are obtained, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, violate or result in a violation breach of or constitute a default under any Law, Order or other restriction of any Law Governmental Authority or Order applicable toarbitral tribunal to which the Purchaser (or its designated Affiliate, binding upon as applicable) or enforceable against Parent or Merger Sub or any of their respective its properties or assetsassets are subject, or (iii) with or without notice, lapse of timeconflict with, or both, result in any a breach of, or constitute a default under, or give rise to a right accelerate the rights of acceleration any third party or termination otherwise adversely affect the rights or obligations of the Purchaser (or its designated Affiliate, as applicable) under, or require any notice, consent the continuing validity or waiver undereffectiveness after the Closing of, any Contract to which Parent the Purchaser (or any of its Subsidiaries designated Affiliate, as applicable) is a party or by which Parent it is bound or to which any of its Subsidiaries is boundproperties or assets are subject, except in the each case of clauses (ii) with such exceptions as do not, and (iii) as would notnot reasonably be expected to, have, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereundera Purchaser Material Adverse Effect.
(b) No consent, approval, order authorization or authorization ofwaiver is required to be obtained by the Purchaser from, action and no notice or filing is required to be given by or in respect ofthe Purchaser to, or registration, declaration or filing made by it with, (x) any Governmental Authority is required by to which the Purchaser or on behalf of Parent its properties or Merger Sub assets are subject or (y) any other Person, in each case in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the relevant Transaction Documents, the consummation of the Merger transactions contemplated hereby and thereby, or the other transactions contemplated continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Purchaser or by this Agreementwhich the Purchaser is bound, except for (i) the execution by Parent filing with the SEC of an undertaking in customary form in favor such reports and schedules under Sections 13(a), (d), (e) and 15(d) of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) Exchange Act as may be required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, hereby (ivthe “Purchaser Required Approvals”) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (viiii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings authorizations or waivers the failure of which to be obtained obtain would not have or made individually or in the aggregate would not reasonably be expected to preventhave, materially delay individually or materially impair in the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunderaggregate, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the MergerPurchaser Material Adverse Effect.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub do not, the relevant Transaction Documents and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, does not and will not, not (i) result in a violation of violate any provision of the Organizational Documents articles of Parent association or Merger Subincorporation, by laws or other organizational documents of any Group Company, (ii) assuming that all consentsthe Company Required Approvals are obtained, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, violate or result in a violation breach of or constitute a default under any Law, Order or other restriction of any Law Governmental Authority or Order applicable to, binding upon arbitral tribunal to which any Group Company or enforceable against Parent or Merger Sub or any of their respective its properties or assetsassets are subject, or (iii) with or without notice, lapse of timeconflict with, or both, result in any a breach of, or constitute a default under, or give rise to a right accelerate the rights of acceleration any third party or termination otherwise adversely affect the rights or obligations of any Group Company under, or require any notice, consent the continuing validity or waiver undereffectiveness after the Closing of, any Contract to which Parent or any of its Subsidiaries a Group Company is a party or by which Parent it is bound or to which any of its Subsidiaries is boundproperties or assets are subject, except in the each case of clauses (i), (ii) and (iii) above, with such exceptions as do not, and would notnot reasonably be expected to, have, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereundera Company Material Adverse Effect.
(b) No consent, approval, order authorization or authorization ofwaiver is required to be obtained by any Group Company from, action and no notice or filing is required to be given by or in respect ofany Group Company to, or registration, declaration or filing made by it with, (x) any Governmental Authority is required by to which a Group Company or on behalf of Parent its properties or Merger Sub assets are subject or (y) any other Person, in each case in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the relevant Transaction Documents, the consummation of the Merger transactions contemplated hereby and thereby, or the other transactions contemplated continuing validity and effectiveness immediately following the Closing of any Permit or Contract of any Group Company or by this Agreementwhich any Group Company is bound, except for (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply filing with the applicable Israeli Encouragement United States Securities and Exchange Commission (the “SEC”) of Researchsuch reports, Development schedules, applications and Technological Innovation in the Industry Law 5744-1984forms under Section 13(a), (ii13(e) as required under the HSR Act, (iiior 15(d) as required under applicable requirements of the Securities ActExchange Act of 1934, as amended (the “Exchange Act”), other applicable foreign securities lawsor under Exchange Act Rule 12d2-2, and state securities12g-4 or 12h-3, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, ; (ivii) the filing filings with and approvals of the Merger Proposal New York Stock Exchange and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) Euronext Paris as may be required for compliance in connection with this Agreement and the rules of the NASDAQ Global Market transactions contemplated hereby; and (viiii) as required under the Communications Act or state communications regulatory laws, except as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other 5.5(b)(iii), consents, approvals, orders, authorizations, actions, registrations, declarations and filings authorizations or waivers the failure of which to be obtained obtain would not have or made individually or in the aggregate would not reasonably be expected to preventhave, materially delay individually or materially impair in the consummation of aggregate, a Company Material Adverse Effect (the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunderconsents, including any approvals, orders, authorizations, actionswaivers, registrationsfilings and notices in clauses (i) and (ii), declarations and filings collectively, the “Company Required Approvals”). Certain required solely as a result of Parent’s election notifications to seek financing be made by the Company or its Subsidiaries are set forth in connection with the MergerSchedule 5.5(b).
Appears in 1 contract
Non-Contravention; Consents and Approvals. Except for (a) The the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the laws of the State of Delaware and (b) those agreements with respect to which VacTex shall obtain the consents and modifications from the appropriate parties all as set forth on Schedule 4.04 (the "Required Consents"), the execution and delivery of this Agreement by each of Parent and Merger Sub do not, VacTex and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby do not and will not, not (i) violate any provision of the VacTex Charter or VacTex By-Laws; (ii) violate any statute, ordinance, rule, regulation, order or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to VacTex or by which any of its properties or assets may be bound; (iii) require any filing with, or permit, consent or approval of, or the giving of any notice to, any public, governmental or regulatory body, agency or authority; or (iv) result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to a any right of acceleration termination, cancellation or termination under, or require any notice, consent or waiver acceleration) under, any Contract of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which Parent VacTex is a party, or by which VacTex or any of its Subsidiaries is a party properties or by which Parent or any of its Subsidiaries is assets may be bound, except in excluding from the case of foregoing clauses (ii), (iii) and (iiiiv) as would notviolations, individually or breaches and defaults, which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by would not have a Material Adverse Effect on VacTex or on behalf the ability of Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA VacTex to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and consummate the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution Except as set forth on Schedule 3.3 of the Contributor Disclosure Schedules, the execution, delivery and delivery performance of this Agreement the Transaction Documents to which each Contributor Party is a party by each of Parent and Merger Sub do not, such Contributor Party and the consummation by each of Parent and Merger Sub such Contributor Party of the transactions contemplated hereby thereby does not and will not: (a) conflict with any of, (i) or require the consent of any Person under, or result in a violation of any breach of, any provision of the Organizational Documents of Parent such Contributor Party; (b) conflict with any of, or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation require the consent of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach ofPerson under, or constitute a default (or an Event that with the giving of notice or passage of time or both would give rise to a default) or cause any obligation under, or give rise to a any right of termination, cancellation, amendment, preferential purchase right or acceleration (with or termination underwithout the giving of notice, or require the passage of time or both) under any noticeof the terms, consent conditions or waiver under, provisions of any Contract to which Parent such Contributor Party or any of its their respective Subsidiaries is a party or by which Parent any property or asset of such Contributor Party or any of its their respective Subsidiaries is bound or affected; (c) assuming compliance with the matters referred to in Section 3.4, conflict with or violate any Law to which such Contributor Party or any of their respective Subsidiaries is subject or by which any property or asset of such Contributor Party or any of their respective Subsidiaries is bound, except ; (d) constitute (with or without the giving of notice or the passage of time or both) an Event which would result in the case creation of, or afford any Person the right to obtain, any Lien (other than Permitted Liens) on any asset of clauses such Contributor Party or any of their respective Subsidiaries; or (iie) and (iii) as would notresult in the revocation, cancellation, suspension, or material modification, individually or in the aggregate, reasonably be expected to preventof any Governmental Approval that is necessary or desirable for the ownership, materially delay lease or operation of the ETG Assets or the ETG Business as now conducted, including any Governmental Approvals under any applicable Environmental Law, except, in the cases of clauses (b), (c), (d) and (e), for such defaults or rights of termination, cancellation, amendment, acceleration, violations or Liens as could materially impair such Person’s ability to consummate the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA Transaction Documents to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all which such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as Person is a result of Parent’s election to seek financing in connection with the Mergerparty.
Appears in 1 contract
Samples: Contribution Agreement (Azure Midstream Partners, Lp)
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do does not, and the execution and delivery of the Joinder Agreement by Merger Sub will not, and subject to the approval of this Agreement and the Merger by the Board of Directors of Merger Sub and the sole shareholder of Merger Sub (which will be obtained promptly following the execution and delivery of the Joinder Agreement) and assuming that all consents, approvals, and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents organizational documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, or (iv) result in the imposition of any Lien (other than Permitted Liens) upon any asset of Parent or Merger Sub, except in the case of clauses (ii), (iii) and (iiiiv) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub perform any of their its obligations hereunder.
(b) No consent, approval, order order, or authorization of, action by or in respect of, or registration, declaration declaration, or filing with, any Governmental Authority is required by or on behalf of with respect to Parent or Merger Sub in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and the Joinder Agreement by Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR ActAct or under any other applicable Antitrust Law, (iiiii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securitiessecurities laws, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (iviii) the filing of the Merger Proposal Agreement of Merger, the officer’s certificate and Merger Notice any other documents required to be filed with the Companies Registrar and all such other notices or filings required California Secretary under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies RegistrarCGCL, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (viiiv) such other consents, approvals, orders, authorizations, actions, registrations, declarations declarations, and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub perform any of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 1 contract
Samples: Merger Agreement (Ixia)
Non-Contravention; Consents and Approvals. (a) The execution and None of the execution, delivery or performance of this Agreement by AH and each of Parent and Merger Sub do not, and the Members or the consummation by AH and each of Parent and Merger Sub the Members of the transactions contemplated hereby will not, (i) result in a violation violate the AH Organizational Documents or the certificate of incorporation, the bylaws or other similar governing documents of any provision Subsidiaries of AH or any of the Organizational Documents of Parent or Merger SubPrivate Funds (as defined in Section 3.21(h) below), (ii) assuming that except for all consentsthird party consents and approvals required to be obtained under any note, approvals and authorizations bond, mortgage, deed of trust, security interest, indenture, lease, license, contract, agreement, exchange membership, exchange allocation, plan or other instrument or obligation to which AH, any of its Subsidiaries, any of the Private Funds or any Member is a party or by which any of them or any of their respective properties or assets may be bound (the "AH Agreements") prior to the consummation of the transactions contemplated by Section 4.03(b) this Agreement the failure of which to obtain could reasonably be expected, individually or in the aggregate, to have been obtained and all notices and filings described in Section 4.03(b) have been madea Material Adverse Effect on AH (the "Required Third Party Consents"), result in the violation or breach of, or constitute (with or without due notice or lapse of time or both) a violation default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under, any of the provisions of any Law or Order applicable AH Agreement, (iii) except for all notices to, binding upon filings and registrations with, and permits, authorizations, consents and approvals of, Governmental Entities (as defined in Section 3.8(i) below) required to be made or enforceable against Parent obtained from Governmental Entities prior to the consummation of the transactions contemplated by this Agreement the failure of which to so make or Merger Sub obtain could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on AH (the "Required Statutory Approvals"), violate any order, writ, injunction, decree, judgment, permit, license, statute, law, ordinance, rule or regulation ("Law") of any Governmental Entity applicable to AH, any of its Subsidiaries, any of the Private Funds or any Member or any of their respective properties or assets, or (iiiiv) with or without notice, lapse of time, or both, result in the creation or imposition of any breach ofEncumbrance on any asset of AH, or constitute a default under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent Subsidiaries, any of the Private Funds or any of its Subsidiaries is boundMember, except in the case of clauses (ii), (iii) and (iiiiv) as would notfor violations, breaches, defaults, terminations, cancellations, accelerations or creations which could not reasonably be expected, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunderhave a Material Adverse Effect on AH.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e3.4(b)(i) of the AH Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure sets forth a list of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation all of the Merger or Required Third Party Consents. Section 3.4(b)(ii) of the other transactions contemplated hereby or AH Disclosure Schedule sets forth a list of all of the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the MergerRequired Statutory Approvals.
Appears in 1 contract
Non-Contravention; Consents and Approvals. Except for (a) The execution filings under the HSR Act, (b) the Foreign Antitrust Approvals, (c) reports, filings, registrations, consents, approvals, permits, authorizations and/or notices with or to the Federal Communications Commission (“FCC”) pursuant to the Communications Act of 1934, as amended (the “Communications Act”), and (d) as set forth in Section 3.3 of the Disclosure Schedule, the execution, delivery and performance by each Seller of this Agreement by each of Parent and Merger Sub do not, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby its Related Agreements will not, not (i) result in a violation violate any law, regulation or order of any provision Governmental Authority applicable to each of Sellers, the Companies or the Subsidiaries or by which any property or asset of Sellers or the Companies or any of the Organizational Documents of Parent Subsidiaries are bound or Merger Sub, affected; (ii) assuming that all consentsrequire any notice, approvals and authorizations contemplated report or other filing be made or effected by Section 4.03(bSellers, the Companies or the Subsidiaries with any Governmental Authority; (iii) have been obtained and all notices and filings described in Section 4.03(b) have been madeviolate or conflict with the Governing Documents of Sellers, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub the Companies or any of their respective properties or assets, the Subsidiaries; or (iiiiv) with or without notice, lapse of time, or both, 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, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, acceleration or cancellation of, allow the imposition of any fees or penalties, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or give rise to a result in the creation of any Lien (other than Permitted Liens) on any property, asset or right of acceleration Sellers or termination under, the Companies or require any notice, consent or waiver underof the Subsidiaries pursuant to, any Material Contract to which Parent Sellers or any of its Subsidiaries Company or any Subsidiary is a party or by which Parent any Seller, any Company or any Subsidiary or any of its Subsidiaries is boundtheir respective properties, assets or rights may be bound or affected, except in the case of clauses clause (ii) and (iii) as iv), where any such violation, notice, filing, breach, default, termination, amendment, acceleration, cancellation, imposition, increase or creation would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunderhave a Material Adverse Effect.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or on behalf of Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Merger.
Appears in 1 contract
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do Xxxxxxx does not, and the performance by of its obligations hereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been madeconflict with, result in a violation of any Law or Order applicable tobreach of, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or constitute (iii) with or without notice, notice or lapse of time, time or both, result in any breach of, or constitute ) a default under, result in or give rise to a any person any right of acceleration payment or termination underreimbursement, termination, cancellation, modification, or require acceleration of, or result in the creation or imposition of any noticelien upon any of the assets or properties of Xxxxxxx under any of the terms, consent conditions, or waiver underprovisions of (i) the Certificate of Incorporation or Bylaws of Xxxxxxx, or (ii) subject to obtaining the necessary approval by the stockholders of Xxxxxxx and the taking of the actions described in paragraph (b) of this Section 4.2, (x) any Contract Law applicable to Xxxxxxx or any judgment, decree, order, writ, permit, or license of any Governmental Entity applicable to Xxxxxxx or (y) any contract, agreement, or commitment to which Parent or any of its Subsidiaries Xxxxxxx is a party or by which Parent Xxxxxxx or any of its Subsidiaries assets or properties is bound, except in excluding from the case of foregoing clauses (iix) and (iiiy) as conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of liens which would not, individually or in the aggregate, not reasonably be expected to prevent, materially delay have a Xxxxxxx Material Adverse Effect or materially impair result in the consummation inability of Xxxxxxx to consummate the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunderthis Agreement.
(b) No consent, approval, order order, or notice to or authorization of, action by or in respect of, or registration, declaration declaration, or filing with, with any Governmental Authority Entity is required to be made or obtained by or on behalf of Parent or Merger Sub Xxxxxxx in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation by Xxxxxxx of the Merger or the other transactions contemplated by this Agreement, except (i) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the transactions contemplated hereby, the failure to obtain which would reasonably be expected to have a Xxxxxxx Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, except for:
(i) the filing of a pre-merger notification report under the HSR Act and the expiration or termination of the applicable waiting period thereunder, and, if applicable, the filing of required documents with relevant Governmental Entities of the countries or political subdivisions in which the STEAG Subsidiaries or CFM conduct business including, if applicable, any filing under the German Act Against Restraints on Competition of 1958 (Gesetz gegen Wettbewerbsbeschraenkungen) and the expiration or termination of the waiting period thereunder;
(ii) the approval of the Xxxxxxx Shares for listing on NASDAQ upon official notice of issuance;
(iii) the approval by the stockholders of Xxxxxxx of a single proposal (the "Xxxxxxx Stockholder Proposal") that provides for: (A) the Share Issuance and the issuance of shares of Xxxxxxx Common Stock pursuant to the CFM Agreement, and (B) if necessary to effect the Strategic Business Combination and/or the CFM Merger, an increase in the shares reserved under Xxxxxxx'x stock option plans (the "Plan Reserve Increase"); and
(iv) the filing consents and approvals specified on Section 4.2 of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Xxxxxxx Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the MergerSchedule.
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Samples: Strategic Business Combination Agreement (Steag Electronic Systems GMBH)
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do AMS does not, and the performance by AMS of its obligations hereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been madeconflict with, result in a violation of any Law or Order applicable tobreach of, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or constitute (iii) with or without notice, notice or lapse of time, time or both, result in any breach of, or constitute ) a default under, result in or give rise to a any person any right of payment or reimbursement, termination, cancellation, modification or acceleration or termination underof, or require result in the creation or imposition of any notice, consent lien upon any of the assets or waiver properties of AMS under, any Contract of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-Laws of AMS, or (ii) subject to which Parent obtaining the necessary approval of this Agreement and the Merger by the AMS stockholders and the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license, of any Governmental Entity (as defined in paragraph (b) below), applicable to AMS or any of its Subsidiaries assets or properties, or (y) any contract, agreement or commitment to which AMS is a party or by which Parent AMS or any of its Subsidiaries assets or properties is bound, except in excluding from the case of foregoing clauses (iix) and (iiiy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of liens which would not have an AMS Material Adverse Effect (as would not, individually defined in Section 3.7) or result in the aggregate, reasonably be expected inability of AMS to prevent, materially delay or materially impair consummate the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunderthis Agreement.
(b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing withwith any court, any admini- strative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Authority Entity"), is required by or on behalf of Parent or Merger Sub AMS in connection with the execution, execution and delivery and performance of this Agreement by each of Parent and Merger Sub the Related Agreement or the consummation by AMS or the AMS stockholders of the Merger or the other transactions contemplated by this Agreementhereby and thereby, except (i) the execution by Parent of failure to obtain which would have an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Research, Development and Technological Innovation AMS Material Adverse Effect or result in the Industry Law 5744-1984, (ii) as required under the HSR Act, (iii) as required under applicable requirements inability of the Securities Act, the Exchange Act, other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and AMS to consummate the transactions contemplated hereby, except for:
(ivi) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the requirements of the DGCL and if applicable, the filing of the appropriate documents with the relevant authorities of other states in which AMS is qualified to transact business; and
(ii) the filing of a proxy statement ("Proxy Statement") with the Securities and Exchange Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the Securities Act of 1933, as amended (the "1933 Act") and the declaration of the effectiveness of the Registration Statement (as hereinafter defined) by the Companies Registrar, (v) as may be required for compliance with the rules of the NASDAQ Global Market (vi) as required under the Communications Act or state communications regulatory laws, as set forth in Section 6.01(e) of the Disclosure Schedule and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations Commission and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder, including any approvals, orders, authorizations, actions, registrations, declarations and filings required solely as a result of Parent’s election to seek financing in connection with the Mergervarious blue sky authorities.
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