Non-Contravention; Consents. The consummation of the transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectively; (b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its Subsidiaries, is subject; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScience; (d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively; (e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience); or (f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Person.
Appears in 2 contracts
Samples: Stock Purchase Agreement (OvaScience, Inc.), Stock Purchase Agreement (OvaScience, Inc.)
Non-Contravention; Consents. The Except as set forth on Schedule 2.3, neither the execution and delivery of any of this Agreement, nor the consummation or performance of any of the transactions contemplated by this Agreementhereby, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene2.3.1 Contravene, conflict with or result in a violation of (ia) any of the provisions of the certificate Company’s Articles of incorporationIncorporation or Bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (iib) any resolution adopted by the stockholders, the Board Company’s shareholders or board of Directors directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelythereof;
(b) contravene2.3.2 Contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceany Shareholder, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene2.3.3 Cause Company to become subject to, or to become liable for the payment of, any Tax;
2.3.4 Contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene2.3.5 Contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in of the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreement) or give Contracts;
2.3.6 Give any Person the right to: to (ia) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iiib) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (ivc) cancel, terminate or modify any term Contract;
2.3.7 Give any Person the right to any payment by Company or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of Company Contract or Orion Contract, exceptin favor of any Person, in any such case as a result of the case change in control or merger of any Company Material Contract (as defined in or otherwise resulting from the Merger Agreement) transactions contemplated hereby;
2.3.8 Contravene, conflict with or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in violation or breach of or a default under any provision of, or give any Person the Merger Agreement) right to declare a default under, any Contract to which any Seller is a party or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;by which any Seller is bound; or
(e) result 2.3.9 Result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by Company.
2.3.10 Except as set forth on Schedule 2.3, neither Company nor any Seller was, is or will be required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person in connection with the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) execution and minor liens that will not, in any case or in the aggregate, materially detract from the value delivery of the assets subject thereto Agreement or materially impair the operations consummation or performance of any of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Persontransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Penn Octane Corp), Merger Agreement (Rio Vista Energy Partners Lp)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Eloquent Inc), Merger Agreement (Invision Technologies Inc)
Non-Contravention; Consents. The Neither
(1) the execution, delivery or --------------------------- performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate articles of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience Company, or (ii) any resolution adopted by the stockholdersshareholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyBoard;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its Subsidiaries, is Company are subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to except as set forth in the knowledge of the CompanyCompany Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Material Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in the Company Disclosure Schedule, the Company will not be required to make any filing (other than the filing of the Certificate with the California Secretary of State or OvaScienceany SEC, NASD or state security law filings which may be required to be made by the Company and any registration statement which may be filed pursuant to the Registration Rights Agreement referred to in Section 9.1(e); or
(f) result inwith or give any notice to, or increase to obtain any consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries or OvaScience to any Person(y) the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Moore Capital Management Inc /New), Preferred Stock Purchase Agreement (Digital Sound Corp)
Non-Contravention; Consents. The (a) Subject to obtaining the Required Company Stockholder Vote, the filing of the Certificate of Merger required by the DGCL, and except as set forth on Section 3.5 of the Company Disclosure Schedule, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge Knowledge of the Company, any other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to Order by which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to the Company or its business;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(div) to the knowledge of the Company, contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; , (iiB) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; , (iiiC) accelerate the maturity or performance of any Company Material Contract or Orion Contract; or (ivD) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(ev) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances).
(b) Except for (i) any Consent as defined in set forth on Section 3.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger Agreementrequired by the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and minor liens that will filings as may be required under applicable federal and state securities laws, the Company was not, is not, and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Authority in any case connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions, which, if individually or in the aggregateaggregate were not given or obtained, materially detract from the value of the assets subject thereto would reasonably be expected to prevent or materially impair delay the operations ability of the Company or OvaScience); orto consummate the Contemplated Transactions.
(fc) result in, or increase The Company Board has taken and will take all actions necessary to ensure that the likelihood of, the transfer of any material asset restrictions applicable to business combinations contained in Section 203 of the Company DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or its Subsidiaries similar Law applies or OvaScience purports to apply to the Merger, this Agreement or any Personof the Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Vallon Pharmaceuticals, Inc.), Merger Agreement (Seneca Biopharma, Inc.)
Non-Contravention; Consents. The Except as set forth in Schedule 2.21, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company’s Certificate of incorporationIncorporation or Bylaws, bylaws or other charter the Stockholder Representative’s Articles of Incorporation or organizational documents of the Company or OvaScience Bylaws, or (ii) any resolution adopted by the stockholders, Stockholders or the Board Company’s board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Material Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (Company, except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company. Except as set forth in Schedule 2.21, the Company is not required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, delivery or performance of this Agreement, or (y) the transfer of any material asset consummation of the Company Merger or its Subsidiaries or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Xse, LLC), Merger Agreement (Xhibit Corp.)
Non-Contravention; Consents. The Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge Knowledge of the Company, give any Governmental Body or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates except as would not reasonably be expected to the business of be material to the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencebusiness;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; (ii) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Material Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances). Except for (i) any Consent set forth in Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as defined may be required under applicable federal and state securities Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (A) the Merger execution, delivery or performance of this Agreement, the Company Stockholder Support Agreements and the Company Lock-Up Agreements, or (B) and minor liens that will notthe consummation of the Contemplated Transactions, in any case which if individually or in the aggregateaggregate were not given or obtained, materially detract from the value of the assets subject thereto would reasonably be expected to prevent or materially impair delay the operations ability of the Company or OvaScience); or
(f) result into consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, or increase and will be, inapplicable to the likelihood ofexecution, delivery and performance of this Agreement, the transfer of any material asset Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state Takeover Statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or its Subsidiaries or OvaScience to any Personof the Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Rexahn Pharmaceuticals, Inc.), Merger Agreement (Rexahn Pharmaceuticals, Inc.)
Non-Contravention; Consents. The Except as set forth in Schedule 2.21, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company’s Certificate of incorporationFormation or Bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, Stockholders or the Board Company’s board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Material Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in any payment becoming due to any Employee, increase any benefits otherwise payable under any Plan or result in the acceleration of the time of payment or vesting of any such benefits under any Plan; or
(f) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (Company, except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company. Except as set forth in Schedule 2.21, the Company is not required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, delivery or performance of this Agreement, or (y) the transfer of any material asset consummation of the Company Merger or its Subsidiaries or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Bluephoenix Solutions LTD), Merger Agreement (Bluephoenix Solutions LTD)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the Company's certificate of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company's stockholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result in, or increase the likelihood of, the transfer of any material asset . Except as set forth in Part 2.21 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with or its Subsidiaries give any notice to, or OvaScience to obtain any PersonConsent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Egain Communications Corp), Merger Agreement (Vitesse Semiconductor Corp)
Non-Contravention; Consents. The Neither
(1) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (2) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany's Constituent Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement (other than the right to exercise dissenters rights under the NMBCA) or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned owned, used or used controlled by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned owned, used or used controlled by the Company or its Subsidiaries or of OvaScienceAcquired Corporations;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience Acquired Corporations (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceAcquired Corporations); or
(f) result in, or increase the likelihood of, the transfer of any material asset . Except as set forth in Part 2.21 of the Company Disclosure Schedule, and except for the filing of the Articles of Merger and such filings as are required under the HSR Act and the Securities Act and the solicitation of the consent of the Company's shareholders, no filing with, notice to or its Subsidiaries consent from any Person is required in connection with (x) the execution, delivery or OvaScience to performance of this Agreement or any Personof the Related Agreements, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of the Related Agreements.
Appears in 1 contract
Samples: Merger Agreement (Titan Corp)
Non-Contravention; Consents. The Neither the execution and delivery of this Agreement or the other Transaction Documents, nor the consummation or performance of any of the transactions contemplated by this AgreementTransactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaSciencedirectors, respectivelyif any;
(b) to the Knowledge of the Company, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) cause the Company to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) to the Knowledge of the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any material provision of any of the Company Contract Contracts;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementg) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(eh) give any Person the right to any payment by the Company or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person, in any such case as a result of the change in control of the Company or otherwise resulting from the Transactions; or
(i) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (Company. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value Section 3.21 of the assets subject thereto Disclosure Schedule, the Company will not be required to make any filing with or materially impair give any notice to, or obtain any Consent from, any Person in connection with the operations execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset Transactions. As of the Company date hereof, all such filings, notices and Consents have been duly made, given or its Subsidiaries obtained and are in full force and effect, other than those which by their nature are required to be made, given or OvaScience to any Personobtained after the execution of this Agreement, all of which shall be made, given or obtained within the time required therefor.
Appears in 1 contract
Non-Contravention; Consents. The execution and delivery of this Agreement and the other Transaction Agreements, and the consummation of the transactions contemplated Merger, by this AgreementQuadraMed and the Company will not, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations time or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rightsboth):
(a) contravene, conflict with or result in a violation of (i) any QuadraMed’s Certificate of Incorporation or Bylaws or the provisions Company’s Certificate of the certificate of incorporationFormation or Operating Agreement, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, board of directors of QuadraMed or the Board of Directors or any committee of the Board of Directors Manager of the Company or any committee thereof or the shareholders of OvaScience, respectivelyQuadraMed or members of the Company;
(b) to the Knowledge of QuadraMed, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby Merger or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which QuadraMed or the Company or its Subsidiaries, or OvaScience, or any of the material assets owned or used by the Merger Parties or its Subsidiaries, is each of them are subject;
(c) to the Knowledge of QuadraMed, cause any assets owned or used by QuadraMed or the Company to be reassessed or revalued by any Governmental Body;
(d) to the Knowledge of QuadraMed, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by QuadraMed or the Company or its Subsidiaries, or OvaScience, or that otherwise relates to QuadraMed’s or the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by QuadraMed or the Company or its Subsidiaries or of OvaScienceCompany;
(de) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision material Contract of QuadraMed or the Company;
(f) give any Person, other than Tempus or any Shareholder, the right to any material payment by QuadraMed or the Company Contract (as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreement) or give rise to any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty acceleration or change in delivery schedule under any material award, grant, vesting or determination of options, warrants, rights, or severance payments of QuadraMed or the Company in favor of any Person, in any such Company Contract or Orion Contractcase resulting from the Merger; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;or
(eg) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by QuadraMed or the Company. Except as contemplated in this Agreement and the other Transaction Agreements or disclosed on Schedule 5.4, QuadraMed and the Company will not be required to make any filing with or its Subsidiaries give any notice to, or OvaScience (except for Permitted Encumbrances (as defined obtain any Consent from, any Person in connection with the Merger Agreement) execution and minor liens that will not, in any case delivery of this Agreement and the other Transaction Agreements or in the aggregate, materially detract from the value consummation or performance of the assets subject thereto or materially impair the operations of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any PersonMerger.
Appears in 1 contract
Samples: Merger Agreement (Quadramed Corp)
Non-Contravention; Consents. The Neither
(1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Transaction or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's Shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result inin the imposition or creation of any lien or other Encumbrance upon or with respect to the Company Common Stock (except for minor liens that will not, in any case or in the aggregate, materially detract from the value thereof). The Company is not and will not be required to make any filing with or give any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries (y) the consummation of the Transaction or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization material Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Material Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result in, or increase the likelihood of, the transfer of any material asset . Except as set forth in Part 2.21 of the Company Disclosure Schedule, and except as may be required by the HSR Act and the CGCL, the Company is not and will not be required to make any filing with or its Subsidiaries give any notice to, or OvaScience to obtain any Person.Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De)
Non-Contravention; Consents. The Subject to obtaining the Required Company Stockholder Vote, the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person Body the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to the Company or its business;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its SubsidiariesCompany, or OvaScience, or that otherwise relates except as would not reasonably be expected to the business of be material to the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencebusiness;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; (ii) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Material Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as defined may be required under applicable federal and state securities Laws, the Company is not or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the Merger execution, delivery or performance of this Agreement, or (y) and minor liens that will notthe consummation of the Contemplated Transactions, in any case which if individually or in the aggregateaggregate were not given or obtained, materially detract from the value of the assets subject thereto would reasonably be expected to prevent or materially impair delay the operations ability of the Company or OvaScience); or
(f) result into consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, or increase and will be, inapplicable to the likelihood ofexecution, delivery and performance of this Agreement, the transfer of any material asset Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or its Subsidiaries or OvaScience to any Personof the Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Tocagen Inc)
Non-Contravention; Consents. The Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, Agreement will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation or bylaws of the Company or (ii) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectively;
other Acquired Companies; (b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree Order to which any of the Company or its Subsidiaries, or OvaScienceAcquired Companies, or any of the assets owned or used by any of the Merger Parties or its SubsidiariesAcquired Companies, is subject;
; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScience;
Acquired Companies; (d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Material Contract; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of any Company Contract or Orion Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
; (e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by any of the Company or its Subsidiaries or OvaScience Acquired Companies (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceEncumbrances); or
or (f) result in, or increase the likelihood of, in the transfer of any material asset of any of the Company or its Subsidiaries or OvaScience Acquired Companies to any Person, except, with respect to clauses “(a)(ii)” through “(f)” above, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any other Antitrust Law, any Specified Foreign Direct Investment Laws and the NASDAQ Rules and listing standards, none of the Acquired Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except where the failure by the applicable Acquired Company to make any such filing, give any such notice or obtain any such Consent would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Non-Contravention; Consents. The Subject to compliance with the HSR Act and any foreign antitrust Law and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to Order by which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subjectsubject to;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; , (iiB) a any payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; , (iiiC) accelerate the maturity or performance of any Company Material Contract or Orion Contract; or (ivD) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material nonmaterial breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceEncumbrances); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Person.
Appears in 1 contract
Samples: Business Combination Agreement (Fresh Vine Wine, Inc.)
Non-Contravention; Consents. The Except as set forth in Part 2.18 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporationCompany's charter documents (including its operating agreement), bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's members, the Board of Directors Company's management committee or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany's management committee;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Company Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
except, in the case of subparagraphs (fb), (c), (d) result inand (e), or increase the likelihood of, the transfer of any material asset such that would not have a Company Material Adverse Effect. Except as set forth in Part 2.18 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with or its Subsidiaries give any notice to, or OvaScience to obtain any PersonConsent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except for Consents which the failure to obtain would not have a Company Material Adverse Effect or prevent or delay the Merger or the other transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
Non-Contravention; Consents. The Subject to Part 2.20 of the Company Disclosure Schedule, and subject to obtaining the Required Company Stockholder Vote, the filing of the Certificate of Merger required by the DGCL and any filings or notifications that may be required in connection with the Contemplated Transactions under any US or non-US antitrust, merger control, or competition laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company stockholders, the Company Board of Directors or any committee of the Company Board of Directors of the Company or of OvaScience, respectivelyDirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) Body or, to the knowledge Knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its the Company Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties Company or its the Company Subsidiaries, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, the Company Subsidiaries or that otherwise relates to the business of the Company or its the Company Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencethe Company Subsidiaries;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in any delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any material term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement)Contract, any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectivelymodification;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its the Company Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result in, or increase the likelihood of, in the transfer of any material asset of the Company or its the Company Subsidiaries or OvaScience to any Person. Except (i) for any Consent set forth in Part 2.20 of the Company Disclosure Schedule under any Company Contract, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, neither the Company nor any of the Company Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. The Neither (1) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (2) the consummation of the transactions contemplated by this AgreementAgreement or any of the Related Agreements, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Constituent Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries, or OvaScience, or any of the assets owned owned, used or used controlled by the Merger Parties Company or any of its Subsidiaries, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, Subsidiaries or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned owned, used or used controlled by the Company or any of its Subsidiaries or of OvaScienceSubsidiaries;
(d) to the knowledge except as set forth on Part 2.21(d) of the CompanyCompany Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or any of its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceany of its Subsidiaries); or
(f) result in, or increase the likelihood of, the transfer of any material asset except as listed on Part 2.21(f) of the Company Disclosure Schedule, require any filing with, notice to or its Subsidiaries consent from any Person in connection with (x) the execution, delivery or OvaScience to performance of this Agreement or any Personof the Related Agreements, or (y) the consummation of the transactions contemplated by this Agreement or any of the Related Agreements.
Appears in 1 contract
Samples: Securities Purchase Agreement (Gordon Biersch Brewery Restaurant Group, Inc.)
Non-Contravention; Consents. The Except as set forth in Part 2.22 of the Disclosure Schedule, neither: (1) the execution, delivery or performance by the Company of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement to which the Company is or will be a party; nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) subject to the receipt of the Required Merger Stockholder Votes and the Required Amendment Stockholder Votes, contravene, conflict with or result in a violation of of: (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience any Charter Documents; or (ii) any resolution adopted by the stockholders, the Board board of Directors directors or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or Company; Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of OvaScience;the Securities Exchange Act of 1934, as amended.
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Material Contract; or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and any notifications required under any applicable antitrust or competition laws or regulations in connection with the Merger, and as set forth in Part 2.22 of the Disclosure Schedule, the Company is not and the Company will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with: (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement; or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Onyx Pharmaceuticals Inc)
Non-Contravention; Consents. The (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents Organizational Documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or any other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to the Company or its business;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its SubsidiariesCompany, or OvaScience, or that otherwise relates except as would not reasonably be expected to the business of be material to the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencebusiness;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; (iiB) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; (iiiC) accelerate the maturity or performance of any Company Contract or Orion Material Contract; or (ivD) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(ev) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances).
(b) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ii) the Required Company Stockholder Vote, and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as defined in may be required under applicable federal and state securities Laws, the Merger Agreement) and minor liens that will Company is not, nor will it be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in any case connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregateaggregate were not given or obtained, materially detract from the value of the assets subject thereto would reasonably be expected to prevent or materially impair delay the operations ability of the Company or OvaScience); orto consummate the Contemplated Transactions.
(fc) result inThe Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, or increase and will be, inapplicable to the likelihood ofexecution, delivery and performance of this Agreement, the transfer of any material asset Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or its Subsidiaries or OvaScience to any Personof the Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. The Assuming compliance with the applicable provisions of the DGCL, Investment Canada Act and the HSR Act, except as set forth in Part 2.23 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement, nor (2) the consummation of the transactions contemplated by this AgreementMerger or any of the other Contemplated Transactions, will not will, directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a material violation of of: (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of any of the Company or OvaScience Corporations; or (ii) any resolution adopted by the stockholders, the Board board of Directors directors or any committee of the Board board of Directors directors of any of the Company or of OvaScience, respectivelyCorporations;
(b) contravene, conflict with or result in a material violation of, any Legal Requirement or give any Governmental Authority (as defined in the Merger Agreement) or, Order to the knowledge which any of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCorporations, or any of the assets owned or used by any of the Merger Parties or its SubsidiariesCompany Corporations, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by any of the Company or its Subsidiaries, or OvaScience, Corporations or that otherwise relates to the business of any of the Company or its Subsidiaries or of OvaScience Corporations or to any of the material assets owned or used by any of the Company or its Subsidiaries or of OvaScienceCorporations;
(d) to the knowledge except as already disclosed in Part 2.9(c) of the CompanyCompany Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Contract or Orion Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Material Contract; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of any Company Contract or Orion Contract, except, in the case of any such Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;Contract; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by any of the Company or its Subsidiaries or OvaScience Corporations (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company Corporations). Except as may be required by the DGCL, Investment Canada Act and the HSR Act, none of the Company Corporations is or its Subsidiaries will be required to make any filing with or OvaScience give any notice to, or to obtain any PersonConsent from, any Governmental Body in connection with: (x) the execution, delivery or performance of this Agreement; or (y) the consummation of the Merger or any of the other Contemplated Transactions, except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate, be material to the Company Corporations.
Appears in 1 contract
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements documents or certificates to be executed, delivered or performed in connection with this Agreement by the Company or the Designated Stockholders, nor (2) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement by the Company or the Designated Stockholders, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's Certificate of incorporationIncorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company's stockholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, delivery or performance of this Agreement or any of the
26. other agreements referred to in this Agreement, or (y) the transfer of any material asset consummation of the Company Merger or its Subsidiaries or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Titan Corp)
Non-Contravention; Consents. The Except as set forth in Part 2.22 of the Disclosure Schedule, neither: (1) the execution, delivery or performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement (including each of the Transactional Documents); nor (2) the consummation of the transactions contemplated by this AgreementAgreement or any such other agreement, document or instrument, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents any Charter Documents of the Company or OvaScience Company; or (ii) any resolution adopted by the stockholders, the Board board of Directors directors or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.22 of the Disclosure Schedule, the Company is not and the Company will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with: (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement; or its Subsidiaries or OvaScience to any Person(y) the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Silicon Graphics International Corp)
Non-Contravention; Consents. The consummation Except as set forth in Part 2.25 of the transactions contemplated Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements by this Agreementthe Seller and the Shareholders, nor the consummation or performance by the Seller and the Shareholders of any of the Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of of, the certificate of incorporation, bylaws by-laws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelySeller;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company Shareholders or its Subsidiaries, or OvaSciencethe Seller, or any of the assets owned or used by of the Merger Parties or its SubsidiariesSeller, is subject;
(c) cause the Purchaser or any affiliate of the Purchaser to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is to be included in the Assets or is held by the Company Seller or its Subsidiaries, or OvaScience, or that otherwise relates to the business any employee of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceSeller;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract Contract;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementg) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(eh) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations Assets. Except as set forth in Part 2.25 of the Company Disclosure Schedule, neither the Seller nor any Shareholder was, is or OvaScience); or
(f) result inwill be required to make any filing with or give any notice to, or increase to obtain any Consent from, any Person in connection with the likelihood of, the transfer execution and delivery of any material asset of the Company Transactional Agreements or its Subsidiaries the consummation or OvaScience to performance of any Personof the Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medical Transcription Billing, Corp)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (2) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany's Constituent Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned owned, used or used controlled by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned owned, used or used controlled by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result in, or increase the likelihood of, the transfer of any material asset . Except as set forth in Part 2.21 of the Company Disclosure Schedule and except for filings pursuant to the HSR Act (as hereinafter defined), no filing with, notice to or its Subsidiaries consent from any Person is required in connection with (x) the execution, delivery or OvaScience to performance of this Agreement or any Personof the Related Agreements, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of the Related Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp)
Non-Contravention; Consents. The Except as set forth in Schedule 2.21 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements identified as an exhibit to this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Material Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Schedule 2.21 of the Disclosure Schedule and as provided elsewhere herein, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
Non-Contravention; Consents. The Neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementTransaction or any of the other Contemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(b) contravene, conflict with or result in a material violation of, or to the Knowledge of the Company give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby Transaction or any of the other Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject, except as would not be material to the Company or its business;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or to the Knowledge of the Company, give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its SubsidiariesCompany, or OvaScience, or that otherwise relates except as would not be material to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencebusiness;
(d) to the knowledge of the Company, contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or to the Knowledge of any Orion Contract (as defined in the Merger Agreement) or Company, give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Material Contract; or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, in the case of any Company Material Contract (each case, as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in have a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;Effect; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances). Except for (i) any Consent set forth on Part 2.4 of the Company Disclosure Schedule under any Company Contract and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as defined in may be required under applicable federal and state securities laws, the Merger Agreement) and minor liens that will Company was not, is not, and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Transaction or any case of the other Contemplated Transactions, which, if individually or in the aggregateaggregate were not given or obtained, materially detract from the value of the assets subject thereto or materially impair the operations of the would result in a Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any PersonMaterial Adverse Effect.
Appears in 1 contract
Samples: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
Non-Contravention; Consents. The Neither
(1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the Company's certificate of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersStockholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.25 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The execution and delivery of this Agreement and the other Transactional Agreements, and the consummation of the transactions contemplated Merger, by this AgreementCAIS and the Company will not, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a material violation of (i) any CAIS and the Company's Certificate of the provisions of the certificate of incorporationIncorporation or Bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by CAIS and the stockholders, the Company Board of Directors or any committee thereof or the stockholders of CAIS and the Board of Directors of the Company or of OvaScience, respectivelyCompany;
(b) to the Knowledge of CAIS and the Company, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person Body the right to challenge this Agreement and the transactions contemplated hereby Merger or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) legal requirement or any order, writ, injunction, judgment or decree Order to which CAIS and the Company or its Subsidiaries, or OvaScience, or any of the material assets owned or used by the Merger Parties or its Subsidiaries, is it are subject;
(c) to the Knowledge of CAIS and the Company, cause any material assets owned or used by CAIS and the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) to the Knowledge of CAIS and the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by CAIS or the Company or its Subsidiaries, or OvaScience, any of their respective employees or that otherwise relates to CAIS and the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by CAIS and the Company or its Subsidiaries or of OvaScienceCompany;
(de) to the knowledge of the Company, contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any Contract to which CAIS or the Company Contract is a party;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementf) or give any Person the right to: (i) declare a default to any payment by CAIS or exercise the Company or give rise to any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty acceleration or change in delivery schedule under the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of CAIS or the Company in favor of any Person, in any such case as a result of the change in control of the Company Contract or Orion Contractotherwise resulting from the Merger; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;or
(eg) result in the imposition or creation of any material Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by CAIS and the Company. Except as contemplated in this Agreement and the other Transactional Agreements, CAIS and the Company will not be required to make any filing with or its Subsidiaries give any notice to, or OvaScience (except for Permitted Encumbrances (as defined obtain any Consent from, any Person in connection with the Merger Agreement) execution and minor liens that will not, in any case delivery of this Agreement and the other Transactional Agreements or in the aggregate, materially detract from the value consummation or performance of the assets subject thereto or materially impair the operations of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any PersonMerger.
Appears in 1 contract
Non-Contravention; Consents. The consummation Subject in the case of the Merger to the adoption of this Agreement by the holders of the Company Common Stock, neither (i) the execution, delivery or performance of this Agreement, nor (ii) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles or certificate of incorporationincorporation or formation, bylaws or other charter or organizational documents of the Company or OvaScience Company, or (ii) any resolution adopted by the stockholdersshareholders, the Board board of Directors directors or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets Assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject, in each case excluding as a result or pursuant to any Excluded Laws;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization material Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets Assets owned or used by the Company Company, in each case excluding as a result or its Subsidiaries or of OvaSciencepursuant to any Excluded Laws;
(d) to the knowledge except as set forth in Section 2.26(d) of the CompanyCompany Disclosure Letter, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Specified Contract to which the Company Contract (as defined in the Merger Agreement)is a party or is bound, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default (or give rise to any right of termination, amendment, cancellation or acceleration) or exercise any remedy under any Company Contract or Orion such material Specified Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion material Specified Contract; , (iii) accelerate the maturity or performance of any Company Contract or Orion such material Specified Contract; , or (iv) cancel, terminate or modify any term of any Company Contract or Orion such material Specified Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset Asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience)Company; or
(f) result in, or increase the likelihood of, the transfer disclosure or delivery to any escrowholder or other Person of any material asset source code for or relating to any past, present or future product of the Company or its Subsidiaries any portion or OvaScience aspect of such source code or of the Company). Except as may be required by the Exchange Act, the GBCC, the listing standards of Nasdaq, or any antitrust law or regulation, including the HSR Act and the Financial Industry Regulatory Authority Bylaws (collectively, the “Excluded Laws”), the Company was not, is not and will not be required to make any Personfiling with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement by the Company, or (y) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Gsi Commerce Inc)
Non-Contravention; Consents. The consummation Except as set forth in Part 2.17 of the transactions contemplated by this AgreementDisclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, not the consummation or performance of any of the Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company's stockholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)of, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to declare a default under, any Assumed Contract;
(e) give any Person the right to (i) declare a default or exercise any remedy under any Company Contract or Orion Assumed Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Assumed Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Assumed Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(ef) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset Purchased Asset owned or used by the Company. Except as set forth in PART 2.17 of the Disclosure Schedule, the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will was not, is not or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of any case or in the aggregate, materially detract from the value of the assets subject thereto Transactional Agreements or materially impair the operations consummation or performance of any of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any PersonTransactions.
Appears in 1 contract
Non-Contravention; Consents. The Except as set forth in Part 2.23 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Mergers or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate articles of incorporation, incorporation or bylaws or other charter or organizational documents of any of the Company or OvaScience Companies, or (ii) any resolution adopted by the stockholdersstockholders of any of the Companies, the Board board of Directors directors of any of the Companies or any committee of the Board board of Directors directors of any of the Company or of OvaScience, respectivelyCompanies;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Company or its Subsidiaries, or OvaScienceCompanies, or any of the assets owned or used by any of the Merger Parties or its SubsidiariesCompanies, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by any of the Company or its Subsidiaries, or OvaScience, Companies or that otherwise relates to the business of any of the Company or its Subsidiaries or of OvaScience Companies or to any of the material assets owned or used by any of the Company or its Subsidiaries or of OvaScienceCompanies;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by any of the Company or its Subsidiaries or OvaScience Companies (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompanies, taken as a whole); or
(f) result in. Except as set forth in Part 2.23 of the Disclosure Schedule, none of the Companies is, or increase will be, required to make any filing with, or give any notice to, or to obtain any Consent from, any Person in connection with (x) the likelihood execution, delivery or performance of this Agreement or any of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Person.
Appears in 1 contract
Samples: Merger Agreement (Ebay Inc)
Non-Contravention; Consents. The consummation (a) Except as set forth in Part 2.21 of the Disclosure Schedule, the execution and delivery of this Agreement by each of the Company and the Seller Parties do not, and the performance by each of the Company and the Seller Parties of its obligations hereunder and the consummation by each of the Company and the Seller Parties of the Merger and other transactions contemplated by this Agreement, hereby will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):not:
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or Company’s Charter Documents;
(ii) any resolution adopted by the stockholdersassuming that all consents, the Board of Directors approvals and authorizations and other actions described in Section 2.21(b) have been obtained and all filings and obligations described in Section 2.21(b) have been made or any committee of the Board of Directors of the Company or of OvaScience, respectively;
(b) contravenecomplied with, conflict with or result violate in a any material violation of, or give respect any Governmental Authority (as defined in the Merger Agreement) or, Legal Requirement applicable to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Company or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or and that otherwise relates is material to the business operation of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany’s business;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined that is or would constitute a Company Material Contract in the Merger Agreement)any material respect, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Contract or Orion Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iiiB) accelerate the maturity or performance of any such Company Contract or Orion Material Contract; or (ivC) cancel, terminate or materially modify any term of any Company Contract or Orion Contract, except, in the case of any such Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectivelyContract;
(ev) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreementother than Permitted Encumbrances) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience)Company; or
(fvi) result inexcept as set forth in paragraph (b) or Section 2.22 below, or increase require the likelihood of, the transfer Consent of any material asset Person.
(b) The execution and delivery of this Agreement by each of the Company and the Seller Parties do not, and the performance of this Agreement by each of the Company and the Seller Parties will not, require any consent, approval, authorization or its Subsidiaries permit of, or OvaScience to filing with or notification to, any PersonGovernmental Body, except for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Merger Agreement (Viggle Inc.)
Non-Contravention; Consents. The To the Knowledge of the Company and the Sole Shareholder, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersSole Shareholder, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result in. Except as set forth in Part 2.25 of the Disclosure Schedule, or increase to the likelihood of, the transfer of any material asset knowledge of the Company and the Sole Shareholder, the Company is not and will not be required to make any filing with or its Subsidiaries give any notice to, or OvaScience to obtain any PersonConsent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The Except as set forth in Part 2.24 of the Company Disclosure Schedule, neither (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(aA) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience Company, or (ii) any resolution adopted by the stockholdersshareholders, the Board board of Directors directors or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(bB) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(cC) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(dD) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; , (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iv) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(eE) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(fF) result inin the disclosure or delivery to any Person (other than Parent or Merger Sub) of the source code, or increase any portion or aspect of the likelihood ofsource code, or any proprietary information or algorithm contained in or relating to any source code, of any material Company Proprietary Asset, or the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any PersonPerson (other than Parent or Merger Sub). Except as may be required by the DGCL, the Company was not, is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The Neither the Company’s (a) execution, delivery or performance of this Agreement or any of the Related Agreements, nor (b) consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements to which it is a party, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyConstituent Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company Company). Except for those filings, notices or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset Consents disclosed in Part 3.21 of the Company Disclosure Schedule and otherwise contemplated herein, no filing by the Company with, notice by the Company to or its Subsidiaries Consent from any Person is required in connection with (y) the Company’s execution, delivery or OvaScience to performance of this Agreement or any Personof the Related Agreements, or (z) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement or any of the Related Agreements.
Appears in 1 contract
Samples: Merger Agreement (Volcano CORP)
Non-Contravention; Consents. The Except as set forth on Section 3.04 of the Company Disclosure Schedules, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transaction, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Document;
(b) contravene, conflict with or result in a material violation of, or or, to the Knowledge of the Company, give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transaction or to exercise any material remedy or obtain any material relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties Company is subject, except as would not reasonably be expected to be material to the Company or its Subsidiaries, is subjectbusiness;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its SubsidiariesCompany, or OvaScience, or that otherwise relates except as would not reasonably be expected to the business of be material to the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencebusiness, taken as a whole;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Contract to which the Company Contract (as defined in the Merger Agreement)is a party, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Contract to which the Company Contract or Orion Contractis a party; (ii) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, except in the any such case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a be reasonably likely to be material to the Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;its business; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances). Except for (i) any consent or notice set forth on Section 3.04 of the Disclosure Schedule, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as defined may be required under applicable U.S. federal and state securities Laws, the Company is and will not be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with (A) the Merger execution, delivery or performance of this Agreement, or (B) and minor liens that will notthe consummation of the Contemplated Transaction, in any case which if individually or in the aggregateaggregate were not given or obtained, materially detract from the value of the assets subject thereto would reasonably be expected to prevent or materially impair delay the operations ability of the Company or OvaScience); or
(f) result in, or increase to consummate the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any PersonContemplated Transaction.
Appears in 1 contract
Samples: Stock Purchase Agreement (Qualigen Therapeutics, Inc.)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not does in any material respect directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate articles of incorporation, incorporation or bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersshareholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give of any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company such Material Contract or Orion Contract; or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company or OvaScience); or
(f) result inis not and will not be, required to make any filing with, or increase give any notice to, or to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The Assuming compliance with the applicable provisions of the DGCL, and except as disclosed on Section 2.11 of the Company Disclosure Schedule, neither (1) the execution and delivery of this Agreement by the Company, nor (2) the consummation of the transactions contemplated by this AgreementMerger or any of the other Contemplated Transactions, will not would reasonably be expected to, directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the certificate of incorporation, incorporation or bylaws or other charter or organizational documents of the Company or OvaScience Company; or (ii) any resolution adopted by the stockholders, the Board of Directors Company Stockholders or any committee of the Board of Directors of the Company or of OvaScience, respectivelyBoard;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any such material Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such material Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such material Company Contract or Orion Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of any such material Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material tangible asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and or minor liens Encumbrances that will not, in any individual case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or;
(f) result inin the disclosure or delivery to any escrow holder or other Person of any material Company IP, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Person; or
(g) other than, in the case of clauses (b)-(f) above, any such contravention, conflict, violations, breaches and defaults, or rights of termination or cancellation of obligations, which would not, individually or in the aggregate, have or would be reasonably expected to have a Company Material Adverse Effect. Except as may be required by the DGCL, the Company was, is or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (x) the execution, delivery or performance of this Agreement; or (y) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Twinlab Consolidated Holdings, Inc.)
Non-Contravention; Consents. The Neither the execution and delivery of this Agreement or the other Transactional Agreements, nor the consummation or performance of any of the transactions contemplated by this AgreementTransactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's Certificate of incorporationIncorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company's stockholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaSciencedirectors, respectivelyif any;
(b) to the Knowledge of the Company, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) cause the Company to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the material assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) to the Knowledge of the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any material provision of any of the Company Contract Contracts;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementg) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(eh) result in give any Person the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect right to any material asset owned or used payment by the Company or its Subsidiaries give rise to any acceleration or OvaScience (except for Permitted Encumbrances (as defined change in the Merger Agreement) and minor liens that will notaward, in grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations nature whatsoever of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer in favor of any material asset of the Company or its Subsidiaries or OvaScience to any Person.any
Appears in 1 contract
Non-Contravention; Consents. The Neither
(1) the execution, delivery or performance of this Agreement by the Company, nor (2) the consummation of the Acquisition or any of the other transactions contemplated by this AgreementAgreement by the Company, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate articles of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience Company, or (ii) any resolution adopted by the stockholders, the Board board of Directors directors or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation ofof any Legal Requirement, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge the Acquisition or any of the other transactions contemplated by this Agreement and the transactions contemplated hereby or to exercise any remedy or of obtain any relief under, any Law (as defined in the Merger Agreement) or under any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its Subsidiariesit, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates material to the business of the Company or its Subsidiaries or of OvaScience as it currently being conducted and as it is currently proposed to be conducted in the Milestones or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Person.
Appears in 1 contract
Non-Contravention; Consents. The Neither
(i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws or, bylaws or other charter or organizational documents to the knowledge of the Company Company, any agreement between or OvaScience among shareholders of the Company, or (ii) any resolution adopted by the stockholdersshareholders of the Company, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by of the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization material Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Material Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any material Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as contemplated by Sections 5.1(a) and 6.3, the Company is not or OvaScience); or
(f) result inwill not be required to make any filing with or give any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. (a) The execution and delivery of this Agreement and the other Transactional Agreements, and the consummation of the transactions contemplated Transactions, by this Agreementthe Company will not, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectively;
(b) contravene, conflict with or result in a material violation of (A) the Company's Articles of Incorporation or Bylaws, or (B) any resolution adopted by the Company Board or any committee thereof or the shareholders of the Company;
(ii) to the Knowledge of the Company, contravene, conflict with or result in a violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) legal requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by it are subject, in each case where such conflict or remedy would be reasonably likely to have a Material Adverse Effect on the Merger Parties or its Subsidiaries, is subjectCompany;
(ciii) to the Knowledge of the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that would otherwise relates be reasonably likely to have a Material Adverse Effect on the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(div) to the knowledge of the Company, contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any Material Company Contract Contract;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementv) or give any Person the right to: (i) declare a default to any payment by the Company or exercise give rise to any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty acceleration or change in delivery schedule under the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person, in any such case as a result of the change in control of the Company Contract or Orion Contract; (iii) accelerate otherwise resulting from the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectivelyTransactions;
(evi) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) material encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience)Company; or
(fvii) result inrequire the Company to make any filing with or give any notice to, or increase obtain any Consent from, any Person in connection with the likelihood ofexecution and delivery of this Agreement and the other Transactional Agreements or the consummation or performance of any of the Transactions.
(b) Other than the filings and submissions that the Company shall make under the HSR Act in connection with the Transactions, the transfer Company will not be required to make any filing with or give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any material asset of the Company or its Subsidiaries or OvaScience Transactions, except for filings, the failure of which to any Personmake, and Consents, the failure of which to obtain, are not reasonably likely to have a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Merger Agreement (Odwalla Inc)
Non-Contravention; Consents. The Neither the execution and delivery of this Agreement by the Company and each of the Management Stockholders, nor consummation of the transactions contemplated by this Agreementhereby, will not directly does or indirectly will: (i) violate 21 or conflict with any provision of the articles or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates certificate of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or any of the Subsidiaries; (ii) violate or, with the passage of time, result in the violation of any resolution adopted by provision of, or result in the stockholdersacceleration of or entitle any party to accelerate any obligation under, or result in the Board creation an imposition of Directors any lien, charge, pledge, security interest or other encumbrance upon any committee of the Board of Directors property or assets, which are material to the business or operation of the Company or of OvaScience, respectively;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the CompanySubsidiaries, other Person the right pursuant to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain provision of any relief undermortgage, any Law (as defined in the Merger Agreement) or any lien, lease, agreement, permit, indenture, license, instrument, law, order, writ, injunctionarbitration award, judgment or decree to which the Company or its Subsidiaries, any Subsidiary is a party or OvaScience, by which it or any of such property or assets are bound, the assets owned effect of which violation, acceleration, creation or used by the Merger Parties or its Subsidiaries, is subject;
(c) contravene, conflict with or result in imposition could have a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by Material Adverse Effect on the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScience;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion ContractSubsidiary; (iii) accelerate the maturity violate or performance conflict with any other restriction of any kind whatsoever to which the Company Contract or Orion Contractany Subsidiary or any Management Stockholder is subject or by which any of their respective properties or assets may be bound, the effect of any of which violation or conflict could have a Material Adverse Effect on the Company or the Subsidiaries, or violate or conflict with any agreement or contract to which any Management Stockholder is a party; or (iv) cancel, terminate or modify any term constitute an event permitting termination by a third party of any Company Contract or Orion Contract, except, in agreement to which the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement)Company, any non-material breachSubsidiary or any Management Stockholder is a party or is subject, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in which termination could have a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by on the Company or its Subsidiaries the Subsidiaries. No consent, authorization, order or OvaScience (except for Permitted Encumbrances (as defined approval of, or filing or registration with, any governmental commission, board or other regulatory body either inside or outside the United States of America is required in connection with the Merger Agreement) execution, delivery and minor liens that will not, in any case or in the aggregate, materially detract from the value performance of the assets subject thereto or materially impair the operations terms of this Agreement and consummation of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Persontransactions contemplated hereby.
Appears in 1 contract
Non-Contravention; Consents. The Except as set forth in Part 2.5 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated by this Agreementhereby and thereby do not, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the terms, conditions or provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyConstituent Documents;
(b) contravene, conflict with or result in a material violation of, or give of any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any orderOrder, writ, injunction, judgment or decree to which the Company or its Subsidiariesany of the assets owned, used or OvaSciencecontrolled by the Company is subject or, to the Knowledge of the Company, give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any such Legal Requirement or Order, writ, injunction, judgment or decree to which the Company or any of the assets owned owned, used or used controlled by the Merger Parties or its Subsidiaries, Company is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements ofof any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned, used or controlled by the Company, including in such a manner as would, pursuant to the terms of such Governmental Authorization, give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencemodify such Governmental Authorization;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract to which the Company Contract (as defined in or any of the Merger Agreement)assets owned, used or of any Orion Contract (as defined in controlled by the Merger Agreement) Company is subject, or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company such Material Contract or Orion Contract; or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). The Company has complied, in all material respects, with all applicable Legal Requirements and Orders in connection with the execution, delivery and performance of this Agreement and any Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. No filing with, notice to or consent from any Person (other than the parties hereto) is required in connection with the execution, delivery or performance of this Agreement or any of the Related Agreements by the Company, the consummation of the transactions contemplated hereby and thereby by the Company or OvaScience); or
(f) result in, or increase the likelihood of, conduct of the transfer of any material asset business of the Company or its Subsidiaries or OvaScience to any Personin the same manner immediately after the Closing Date as before the Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (Multi Fineline Electronix Inc)
Non-Contravention; Consents. The Subject to obtaining the Required Company Stockholder Vote and the filing of the Statement of Merger required by the ABCL, neither (a) the execution, delivery, or performance of this Agreement by the Company, nor (b) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents Organizational Documents of the Company or OvaScience or any of its Subsidiaries;
(ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectively;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties Company or any of its Subsidiaries, is subject;, except as would not reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to constitute, individually or OvaSciencein the aggregate, or that otherwise relates to the business of the a Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScience;Material Adverse Effect;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Contract or Orion Contract; Material Contract; (iiB) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; Material Contract; (iiiC) accelerate the maturity or performance of any Company Contract or Orion Contract; Material Contract; or (ivD) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(ev) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or any of its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances). Except for (A) any Consent set forth in Section 2.5 of the Company Disclosure Schedule under any Company Material Contract, (B) the Required Company Stockholder Vote, (C) the filing of the Statement of Merger with the Secretary of State of the State of Alabama pursuant to the ABCL, and (D) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings, as defined may be required under applicable federal and state securities Laws, neither the Company nor any of its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the Merger execution, delivery or performance of this Agreement, or (y) and minor liens that will notthe consummation of the Contemplated Transactions, in any case which if individually or in the aggregateaggregate were not given or obtained, materially detract from the value of the assets subject thereto would reasonably be expected to prevent or materially impair delay the operations ability of the Company or OvaScience); or
(f) result into consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in the ABCL are, or increase and will be, inapplicable to the likelihood ofexecution, delivery and performance of this Agreement, the transfer of any material asset Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or its Subsidiaries or OvaScience to any Personof the Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. The Except as set forth in Part 2.5 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreementhereby do not, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the terms, conditions or provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyConstituent Documents;
(b) contravene, conflict with or result in a material violation of, or give of any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any orderOrder, writ, injunction, judgment or decree to which the Company or its Subsidiariesany of the assets owned, used or OvaSciencecontrolled by the Company is subject or, to the Knowledge of the Company, give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any such Legal Requirement or Order, writ, injunction, judgment or decree to which the Company or any of the assets owned owned, used or used controlled by the Merger Parties or its Subsidiaries, Company is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements ofof any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned, used or controlled by the Company, including in such a manner as would, pursuant to the terms of such Governmental Authorization, give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencemodify such Governmental Authorization;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract to which the Company Contract (as defined in or any of the Merger Agreement)assets owned, used or of any Orion Contract (as defined in controlled by the Merger Agreement) Company is subject, or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company such Material Contract or Orion Contract; or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company. The Company has complied with all applicable Legal Requirements and Orders in connection with the execution, delivery and performance of this Agreement and any Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. No filing with, notice to or consent from any Person (other than the parties hereto) is required in connection with the execution, delivery or performance of this Agreement or any of the Related Agreements by the Company, the consummation of the transactions contemplated hereby and thereby by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value conduct of the assets subject thereto or materially impair the operations business of the Company or OvaScience); or
(f) result in, or increase in the likelihood of, same manner immediately after the transfer of any material asset of Closing Date as before the Company or its Subsidiaries or OvaScience to any PersonClosing Date.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.25 of the Company and Selling Shareholder Disclosure Schedule:
(a) The execution, delivery and performance of this Agreement or any of the other agreements referred to in this Agreement, and the consummation of the Sale or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's Articles of incorporation, bylaws Incorporation or other charter Bylaws or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, shareholders or the Board board of Directors or any committee directors of the Board of Directors of the Company or of OvaScience, respectivelyCompany;
(bii) contravene, conflict with or result in a violation of or result in a default under, any provision of any material violation ofCompany Contract, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby declare a default or to exercise any remedy or obtain under any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the such Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its Subsidiaries, is subjectContract;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScience;Company; or
(div) to the knowledge of the Company, contravene, conflict with or result in a violation of or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); orand
(fb) result inthe Company is not and will not be required to make any filing with or give any notice to, or increase to obtain any Consent from, any Person in connection with (i) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries (ii) the consummation of the Sale or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The Subject to compliance with the applicable requirements of the HSR Act, obtaining the Required Company Stockholder Vote for the applicable Contemplated Transactions and obtaining the Company Consents, and the filing of Articles of Merger as required by MBCA, neither (a) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (b) the consummation of the transactions contemplated by this AgreementMerger or any of the other Contemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyConstituent Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a material conflict, violation or breach of, or result in a material default under, any provision of any Material Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Material Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Material Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company Company). Except for those filings, notices or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset Consents disclosed in Part 2.20 of the Company Disclosure Schedule (the “Company Consents”), no filing with, notice to or its Subsidiaries Consent from any Person is required in connection with (y) the execution, delivery or OvaScience to performance of this Agreement or any Personof the Related Agreements, or (z) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Replidyne Inc)
Non-Contravention; Consents. The Neither the Company’s (a) execution, delivery or performance of this Agreement or any of the Related Agreements, nor (b) consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements to which it is a party, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyConstituent Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). No filing by the Company with, notice by the Company to or OvaScience); or
Consent from any Person is required in connection with (fy) result inthe Company’s execution, delivery or performance of this Agreement or any of the Related Agreements, or increase (z) the likelihood of, consummation by the transfer of any material asset Company of the Company Merger or its Subsidiaries any of the other transactions contemplated by this Agreement or OvaScience to any Personof the Related Agreements.
Appears in 1 contract
Samples: Merger Agreement (Volcano Corp)
Non-Contravention; Consents. The Neither the execution and delivery of this Agreement or the other Transactional Agreements, nor the consummation or performance of any of the transactions contemplated by this AgreementTransactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaSciencedirectors, respectivelyif any;
(b) to the Knowledge of the Company, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) cause the Company to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) to the Knowledge of the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any material provision of any of the Company Contract Contracts;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementg) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(eh) give any Person the right to any payment by the Company or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person, in any such case as a result of the change in control of the Company or otherwise resulting from the Transactions; or
(i) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (Company. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value Section 4.22 of the assets subject thereto Disclosure Schedule, the Company will not be required to make any filing with or materially impair give any notice to, or obtain any Consent from, any Person in connection with the operations execution and delivery of this Agreement and the other Transactional Agreements or the consummation or performance of any of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset Transactions. As of the Company date hereof, all such filings, notices and Consents have been duly made, given or its Subsidiaries or OvaScience to any Person.obtained and are in full force and effect, other than those which by their
Appears in 1 contract
Samples: Merger Agreement (Informatica Corp)
Non-Contravention; Consents. The Except as set forth in Section 3.20 of the Disclosure Schedule, neither: (1) the execution, delivery or performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; nor (2) the consummation of the Share Purchase or any of the other transactions contemplated by this AgreementAgreement or any such other agreement, document or instrument, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents any Charter Documents of the Company or OvaScience Company; or (ii) any resolution adopted by the stockholdersshareholders, the Board board of Directors or any committee directors of the Board of Directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Contract; or (iviii) cancel, terminate or modify any term such Contract except to the extent that the breaches of any Company Contract or Orion Contract, exceptsuch Material Contracts would not, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement)aggregate, any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Liability of the Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;of not more than $50,000; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result in, or increase the likelihood of, the transfer of any material asset . Upon payment of the Company Transaction Consideration, the Company is not, and the Company will not be, required to make any filing with or its Subsidiaries give any notice to, or OvaScience to obtain any PersonConsent from, any Person in connection with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement; or (y) the consummation of the Share Purchase or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Trillium Therapeutics Inc.)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, incorporation or bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersstockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization material Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company such Material Contract or Orion Contract; or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company. Except as set forth in Part 2.21 of the Disclosure Schedule, the Company or OvaScience); or
(f) result inis not and will not be, required to make any filing with, or increase give any notice to, or to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ask Jeeves Inc)
Non-Contravention; Consents. The Neither
(1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of any of the transactions Transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's Shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result in, in the imposition or increase the likelihood of, the transfer creation of any material asset of lien or other Encumbrance upon or with respect to the Company Common Stock (except for minor liens that will not, in any case or its Subsidiaries or OvaScience to any Personin the aggregate, materially detract from the value thereof).
Appears in 1 contract
Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Company Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
except, in the case of subparagraphs (fb), (c), (d) result inand (e), or increase the likelihood of, the transfer of any material asset such that would not have a Company Material Adverse Effect. Except as set forth in Part 2.21 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with or its Subsidiaries give any notice to, or OvaScience to obtain any Person.Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except for Consents
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
Non-Contravention; Consents. The (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents Organizational Documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to the Company;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company Company, or its Subsidiaries or of OvaScience or to any of the material assets owned owned, leased or used by the Company or its Subsidiaries or of OvaScienceCompany, except as would not reasonably be expected to be material to the Company;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; , (iiB) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; , (iiiC) accelerate the maturity or performance of any Company Material Contract or Orion Contract; or (ivD) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material nonmaterial breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(ev) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances).
(b) Except for (i) any Consent set forth on Section 3.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as defined in may be required under applicable federal and state securities Laws, the Merger Agreement) and minor liens that will Company was not, is not, nor will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in any case connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregateaggregate were not given or obtained, materially detract from the value of the assets subject thereto would reasonably be expected to prevent or materially impair delay the operations ability of the Company to consummate the Contemplated Transactions or OvaScience); orbe material to the Company.
(fc) result inThe Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL, to the extent applicable to the Company, are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Stockholder Support Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or increase similar Law applies or purports to apply to the likelihood ofMerger, this Agreement, the transfer of Company Stockholder Support Agreements or any material asset of the Company or its Subsidiaries or OvaScience to any Personother Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. The Neither
(a) the execution, delivery or performance of this Agreement or any other agreement, document or instrument contemplated by this Agreement nor (b) the consummation of the Purchase or any of the other transactions contemplated by this AgreementAgreement or any such other agreement, document or instrument, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
): (a) contravene, conflict with or result in a violation of (i1) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of any of the Company or OvaScience Companies or (ii2) any resolution adopted by the stockholders, the Board shareholders or board of Directors or directors of any committee of the Board of Directors of the Company or of OvaScience, respectively;
Companies; (b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Company or its SubsidiariesCompanies, or OvaScience, or any of the assets owned or used by any of the Merger Parties Companies, or its Subsidiaries, any of the Shareholders is subject;
; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by any of the Company or its Subsidiaries, or OvaScience, Companies or that otherwise relates to the business of any of the Company or its Subsidiaries or of OvaScience Companies or to any of the material assets owned or used by any of the Company or its Subsidiaries or of OvaScience;
Companies; (d) to the knowledge best of the CompanyKnowledge of the Company and the Principal Shareholders, contravene, conflict with or result in a violation or breach Breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i1) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii2) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv3) cancel, terminate or modify any term of any Company Contract Contract; or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material of the Shares or any asset owned or used by any of the Company or its Subsidiaries or OvaScience Companies (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Company Companies). None of the Companies or OvaScience); or
(f) result inShareholders is or will be required to make any filing with or give any notice to, or increase to obtain any Consent from, any Person in connection with (a) the likelihood ofexecution, delivery or performance of this Agreement or any other agreement, document or instrument referred to in or contemplated by this Agreement or (b) the transfer of any material asset consummation of the Company Purchase or its Subsidiaries any of the other transactions contemplated by this Agreement or OvaScience contemplated by any other agreement, document or instrument referred to any Personin or contemplated by this Agreement, except that consents of the appropriate Family Courts were required in connection with the sale of Shares by the Shareholders under the age of 18, which consents have been obtained and are in full force and effect.
Appears in 1 contract
Non-Contravention; Consents. The consummation Except for dissenters rights under Delaware law, neither the execution and delivery of the transactions contemplated by this Agreement, nor the consummation or performance of any of the Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the Company’s certificate of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company’s stockholders, the Board Company’s board of Directors directors or any committee of the Board Company’s board of Directors of the Company or of OvaSciencedirectors, respectivelyif any;
(b) to the knowledge of the Company, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) cause the Company to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) to the knowledge of the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of the Company Contract Contracts;
(as defined in g) to the Merger Agreement)knowledge of the Company, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(eh) to the knowledge of the Company, give any Person the right to any payment by the Company or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person, in any such case as a result of the change in control of the Company or otherwise resulting from the Transactions; or
(i) to the knowledge of the Company, result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (Company. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations Section 3.23 of the Company Disclosure Schedule, the Company will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase obtain any Consent from, any Person in connection with the likelihood of, execution and delivery of this Agreement or the transfer consummation or performance of any material asset of the Company Transactions, except where the failure to make such filing, give such notice, or its Subsidiaries obtain such Consent would not have a material adverse effect on the Company’s business, condition, assets, liabilities, operations, financial performance or OvaScience results of operations, taken as a whole. As of the Closing Date, all such filings, notices and Consents will have been duly made, given or obtained and are in full force and effect, other than those which by their nature are required to any Personbe made, given or obtained after the execution of this Agreement, all of which shall be made, given or obtained within the time required therefor.
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Non-Contravention; Consents. The consummation (a) Neither the execution and delivery of the transactions contemplated by this Agreement, nor the consummation or performance of any of the Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (iA) any of the provisions of the certificate Company's Certificate of incorporationIncorporation or Bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (iiB) any resolution adopted by the Company's stockholders, the Company's Board of Directors or any committee of the Company's Board of Directors of the Company or of OvaScience, respectivelyDirectors;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(ciii) cause the Company to become subject to, or to become liable for the payment of, any state or local Tax by any state or local taxing authority or other state or local Governmental Body;
(iv) cause any of the assets owned or used by the Company to be reassessed or revalued by any state or local taxing authority or other Governmental Body;
(v) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(dvi) to the knowledge of the Company, contravene, conflict with or result in a violation or breach material Breach of, or result in a default under, any provision of any of the Company Contract Contracts;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementvii) or give any Person the right to: to (iA) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iiiB) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(eviii) give any Person the right to any payment by the Company or give rise to any acceleration or change in the award, grant, vesting or determination of any Derivative Securities, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person, in any such case as a result of the change in control of the Company or otherwise resulting from the Transactions;
(ix) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience)Company; or
(fx) result incontravene or constitute a default under any law or regulation, any judgment, decree or order, or increase any contract, agreement or other undertaking applicable to the likelihood ofOwned Patents.
(b) The Company was not, is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the transfer execution and delivery of this Agreement or the consummation or performance of any material asset of the Company or its Subsidiaries or OvaScience to any PersonTransactions.
Appears in 1 contract
Samples: Merger Agreement (Innovative Gaming Corp of America)
Non-Contravention; Consents. The Neither the execution and delivery of this Agreement or the other Transactional Agreements, nor the consummation or performance of any of the transactions contemplated by this AgreementTransactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's Articles of incorporationIncorporation or Bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Company's Board of Directors or any committee of the Company's Board of Directors of the Company or of OvaScienceDirectors, respectivelyif any;
(b) to the Knowledge of the Company, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) cause the Company to become subject to, or to become liable for the payment of, any material Tax;
(d) cause any of the assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) to the Knowledge of the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any material provision of any of the Company Contract Contracts;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementg) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(eh) give any Person the right to any payment by the Company or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person, in any such case as a result of the change in control of the Company or otherwise resulting from the Transactions; or
(i) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company. Except as set forth in Section 4.21 of the Disclosure Schedule, the Company will not be required to make any filing with or its Subsidiaries give any notice to, or OvaScience (except for Permitted Encumbrances (as defined obtain any Consent from, any Person in connection with the Merger Agreement) execution and minor liens that will notdelivery of this Agreement and the other Transactional Agreements or the consummation or performance of any of the Transactions. As of the date hereof, all such filings, notices and Consents, set forth, or required to be set froth, in any case or in the aggregate, materially detract from the value Section 4.21 of the assets subject thereto Disclosure Schedules, have been duly made, given or materially impair obtained and are in full force and effect, other than those which by their nature are required to be made, given or obtained after the operations execution of this Agreement, all of which shall be made, given or obtained within the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Persontime required therefor.
Appears in 1 contract
Samples: Merger Agreement (Informatica Corp)
Non-Contravention; Consents. The consummation Except as set forth in Part 2.27 of the transactions contemplated by this AgreementDisclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, nor the consummation or performance of any of the Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the Company’s certificate of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company’s stockholders, the Board Company’s board of Directors directors or any committee of the Board Company’s board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceany of the Selling Stockholder, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) cause the Company, the Purchaser or any affiliate of the Purchaser to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract Contract;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementg) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract Contract;
(h) contravene, conflict with or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in violation or breach of or a default under any provision of, or give any Person the Merger Agreement) right to declare a default under, any Contract to which any of the Selling Stockholder is a party or an Orion Material Adverse Effect (as defined in by which any of the Merger Agreement), respectively;Selling Stockholder is bound; or
(ei) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (Company. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value Part 2.27 of the assets subject thereto Disclosure Schedule, neither the Company nor the Selling Stockholder was, is or materially impair will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the operations execution and delivery of any of the Company Transactional Agreements or OvaScience); or
(f) result in, the consummation or increase the likelihood of, the transfer performance of any material asset of the Company or its Subsidiaries or OvaScience to any PersonTransactions.
Appears in 1 contract
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company’s Certificate of incorporationIncorporation or Bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company’s stockholders, the Company Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyBoard;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Non-Contravention; Consents. The Subject to the filing of the Certificate of Merger as required by the General Corporation Law of the State of Delaware and compliance by Purchaser with applicable securities laws in connection with the offer and sale of the Purchaser Stock, the execution and delivery of this Agreement and the other Transactional Agreements, and the consummation of the transactions contemplated Transactions, by this Agreementthe Company will not, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a material violation of (i) any the Company's Certificate of the provisions of the certificate of incorporationIncorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Company Board of Directors or any committee thereof or the stockholders of the Board of Directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief (other than statutory dissenters' rights) under, any Law (as defined in the Merger Agreement) legal requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, any material assets owned or OvaScience, or used by it are subject;
(c) cause any of the material assets owned or used by the Merger Parties Company to be reassessed or its Subsidiaries, is subjectrevalued by any taxing authority or other Governmental Body;
(cd) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(de) to the knowledge of the Company, contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any Company Contract Contract;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementf) or give any Person the right to: (i) declare a default to any payment by the Company or exercise give rise to any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty acceleration or change in delivery schedule under the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person, in any such case as a result of the change in control of the Company Contract or Orion Contractotherwise resulting from the Transactions; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;or
(eg) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (Company. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations Part 5.5 of the Company Disclosure Schedule and as contemplated in this Agreement and the other Transactional Agreements, the Company will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase obtain any Consent from, any Person in connection with the likelihood of, execution and delivery of this Agreement and the transfer other Transactional Agreements or the consummation or performance of any material asset of the Company or its Subsidiaries or OvaScience to any PersonTransactions.
Appears in 1 contract
Samples: Merger Agreement (Xoom Inc)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of Seller's or the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersshareholders of Seller or the Company, the Board board of Directors directors of Seller or the Company or any committee of the Board board of Directors directors of Seller or the Company or of OvaScience, respectivelyCompany;
(b) to the best of the Knowledge of Seller, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) to the best of the Knowledge of Seller, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge best of the CompanyKnowledge of Seller, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract Contract; or
(e) contravene, conflict with or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined violation or breach of, or result in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement)a default under, respectively;any provision of any Contract to which Seller is a party; or
(ef) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to (i) any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company Company) or OvaScience); or
(fii) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any PersonShares.
Appears in 1 contract
Non-Contravention; Consents. The (a) Subject to compliance with any Israeli and foreign antitrust Law including the Israeli Economic Competition Law 1988 (the “Israel Competition Law”), obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to Order by which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties Company or its Subsidiaries, is subject;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScience;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; , (iiB) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; , (iiiC) accelerate the maturity or performance of any Company Material Contract or Orion Contract; or (ivD) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(ev) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances).
(as defined in b) Except for (i) the Merger AgreementRequired Company Stockholder Vote, (ii) and minor liens that will not, in any case or in the aggregate, materially detract from the value filing of the assets subject thereto or materially impair Certificate of Merger with the operations Secretary of State of the State of Delaware pursuant to the DGCL, (iii) any required filings under any Israeli and foreign antitrust Law (including without limitation, the Israel Competition Law), (iv) the execution of an IIA Undertaking to the Israeli Authority for Technological Innovation (also known as the Israeli Innovation Authority) (the “IIA”), (v) approval of the IROC, and (vi) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, neither the Company nor any of its Subsidiaries was, is, or OvaScience); orwill be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions.
(fc) result inThe Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Stockholder Support Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or increase similar Law applies or purports to apply to the likelihood ofMerger, this Agreement, the transfer of Company Stockholder Support Agreements or any material asset of the Company or its Subsidiaries or OvaScience to any PersonContemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. The (a) Subject to obtaining the Required Company Stockholder Vote, the filing of the Certificate of Merger required by the DGCL or DLLCA and the CSRC Filing(s), neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to Order by which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company Company, or its Subsidiaries or of OvaScience or to any of the material assets owned owned, leased or used by the Company or its Subsidiaries or of OvaScienceCompany;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; , (iiB) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; , (iiiC) accelerate the maturity or performance of any Company Material Contract or Orion Contract; or (ivD) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material nonmaterial breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(ev) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances).
(as defined in b) Except for (i) the Required Company Stockholder Vote, (ii) the filing of the Certificate of Merger Agreementwith the Secretary of State of the State of Delaware pursuant to the DGCL or DLLCA, (iii) the CSRC Filing(s) and minor liens that will (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, the Company was not, is not, nor will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in any case connection with (x) the execution, delivery or in performance of this Agreement or (y) the aggregate, materially detract from the value consummation of the assets subject thereto Contemplated Transactions.
(c) No state takeover statute or materially impair similar Law applies or purports to apply to the operations Merger, this Agreement, the Company Stockholder Support Agreements or any of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any PersonContemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Pulmatrix, Inc.)
Non-Contravention; Consents. The Subject to obtaining (i) any Consent set forth in Schedule 2.21 of the Company Disclosure Letter under any Company Contract, (ii) the Required Company Stockholder Vote for the applicable Contemplated Transactions, (iii) the filing of the Certificate of Merger required by the DGCL and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementMerger or any of the other Contemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience Company, or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby Merger or any of the other Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, ; except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement)Contract, any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectivelyEffect;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Person. Except (i) for any Consent set forth on Schedule 2.21 of the Company Disclosure Letter under any Company Contract, (ii) the approval of this Agreement and the Contemplated Transactions by the Company’s stockholders, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, the Company was not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. The Neither (1) the execution, delivery or performance of this Agreement, nor (2) the consummation by the Company of the Arrangement or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles or certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience Company, or (ii) any resolution adopted by the stockholdersshareholders, the Board board of Directors directors or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(b) subject to obtaining the Consents set forth in Section 6.4 of this Agreement, contravene, conflict with or result in a material violation of, or give of any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company’s knowledge, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Contract that constitutes a Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; , (iii) accelerate the maturity or performance of any Company Contract or Orion such Contract; , or (iv) cancel, terminate or modify any term of any Company Contract or Orion such Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(f) result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any Company Source Code, or the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Person. Except as may be required by the Interim Order, the Final Order, applicable securities laws or the BCA, the Company was not, is not nor will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (i) the execution, delivery or performance of this Agreement by the Company, or (ii) the consummation by the Company of the Arrangement or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):will:
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporationincorporation (as amended and restated pursuant to Section 1.8), or bylaws or other charter or organizational documents of the Company or OvaScience Company, or (ii) any resolution adopted by the stockholders, the Board board of Directors directors or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract (as defined involving over $50,000 in the Merger Agreement)any instance, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; , (iii) accelerate the maturity or performance of any Company Contract or Orion such Material Contract; , or (iv) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience)Company; or
(f) result inin the disclosure or delivery to any escrowholder or other Person of any Company Source Code, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Person. Except as may be required by the DGCL and except as set forth in Part 2.21 of the Disclosure Schedule, the Company neither was, nor will be, required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement or any of the other transactions contemplated by this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The execution and delivery of this Agreement and the Transactional Agreements, and the consummation of the transactions contemplated Transactions, by this Agreementthe Company will not, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any the Company's Certificate of the provisions of the certificate of incorporationIncorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Company Board of Directors or any committee of thereof or the Board of Directors stockholders of the Company or of OvaScience, respectivelythe Subsidiary;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any material remedy or obtain any material relief under, any Law (as defined in the Merger Agreement) legal requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScience, the Subsidiary or any of the material assets owned or used by the Merger Parties or its Subsidiaries, is them are subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, the Subsidiary or OvaScience, any of their employees or that otherwise relates to the Company's or the Subsidiary's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencethe Subsidiary;
(d) to the knowledge of the Company, contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision Company Contract;
(e) except as set forth in Part 5.6(f) of any the Company Contract (as defined in the Merger Agreement)Disclosure Schedule, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default to any payment by the Company or exercise the Subsidiary or give rise to any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty acceleration or change in delivery schedule under the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company or the Subsidiary in favor of any Person, in any such case as a result of the change in control of the Company Contract or Orion Contractotherwise resulting from the Transactions; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;or
(ef) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) material encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (the Subsidiary. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations Part 5.6 of the Company Disclosure Schedule, neither the Company nor the Subsidiary will be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase obtain any Consent from, any Person or Governmental Body in connection with the likelihood of, execution and delivery of this Agreement and the transfer Transactional Agreements or the consummation or performance of any material asset of the Company or its Subsidiaries or OvaScience to any PersonTransactions.
Appears in 1 contract
Samples: Merger Agreement (Beyond Com Corp)
Non-Contravention; Consents. The Except as set forth in Part 2.26 of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the agreements contemplated by this Agreement, nor the consummation or performance of any of the transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceany of the Selling Shareholders, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) cause the Company, the Purchaser or any affiliate of the Purchaser to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Company Contract Contract;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementg) or give any Person the right to: to (i) declare a default or exercise any remedy under any Material Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Material Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Material Company Contract Contract;
(h) contravene, conflict with or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in violation or breach of or a default under any provision of, or give any Person the Merger Agreement) right to declare a default under, any Contract to which any of the Selling Shareholders is a party or an Orion Material Adverse Effect (as defined in by which any of the Merger Agreement), respectively;Selling Shareholders is bound; or
(ei) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material of the Shares or any asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (Company. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value Part 2.26 of the assets subject thereto or materially impair Disclosure Schedule, neither the operations Company nor any of the Company Selling Shareholders was, is or OvaScience); or
(f) result inwill be required to make any filing with or give any notice to, or increase to obtain any Consent from, any Person in connection with the likelihood of, execution and delivery of this Agreement or any of the transfer agreements contemplated by this Agreement or the consummation or performance of any material asset of the Company or its Subsidiaries or OvaScience to any Persontransactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The consummation (a) Except as set forth in Part 2.21 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation by the Company of the First Merger and other transactions contemplated by this Agreement, hereby will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):not:
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or Company’s Charter Documents;
(ii) any resolution adopted by the stockholdersassuming that all consents, the Board of Directors approvals and authorizations and other actions described in Section 2.21(b) have been obtained and all filings and obligations described in Section 2.21(b) have been made or any committee of the Board of Directors of the Company or of OvaScience, respectively;
(b) contravenecomplied with, conflict with or result violate in a any material violation of, or give respect any Governmental Authority (as defined in the Merger Agreement) or, Legal Requirement applicable to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Company or any order, writ, injunction, judgment or decree to which the Company or Company, any of its Subsidiaries, or OvaScience, Subsidiaries or any of the assets owned or used by the Merger Parties Company or any of its Subsidiaries, is subject;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, or Subsidiaries and that otherwise relates is material to the business operation of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany’s business;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Company Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Contract or Orion Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iiiB) accelerate the maturity or performance of any such Company Contract or Orion Material Contract; or (ivC) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any such Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectivelyContract;
(ev) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreementother than Permitted Encumbrances) upon or with respect to any material asset owned or used by the Company or any of its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience)Subsidiaries; or
(fvi) result inexcept as set forth in paragraph (b) below, or increase require the likelihood of, the transfer Consent of any material asset of the Company or its Subsidiaries or OvaScience to any Person.
(b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, except for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Merger Agreement (Insmed Inc)
Non-Contravention; Consents. The Neither
(1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations time or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rightsboth):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's Articles of incorporationIncorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company's stockholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement, or to exercise any remedy or obtain any relief under, under any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Material Contract; or , (iviii) cancel, terminate or modify any term such Material Contract, or (iv) object to the assignment of any Company Contract Material Contract; or
(e) contravene, conflict with or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined violation or breach of, or result in a default under, any provision of the Merger Agreement) Company's Stock Option Plans or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;option agreements outstanding thereunder; or
(ef) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Other than as listed on Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, or (z) the assignment to, or assumption by, the transfer Surviving Corporation of any material asset of the Company or its Subsidiaries or OvaScience to any PersonMaterial Contract.
Appears in 1 contract
Samples: Merger Agreement (I Many Inc)
Non-Contravention; Consents. The consummation Except as set forth in Part 2.25 of the transactions contemplated by this AgreementDisclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, nor the consummation or performance of any of the Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectively;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company General Partners or its Subsidiaries, or OvaSciencethe Sellers, or any of the assets owned or used by of the Merger Parties or its SubsidiariesSellers, is subject;
(b) cause the Purchaser or any affiliate of the Purchaser to become subject to, or to become liable for the payment of, any Tax;
(c) cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is to be included in the Assets or is held by the Company Sellers or its Subsidiaries, or OvaScience, or that otherwise relates to the business any employee of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceSellers;
(de) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract Contract;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementf) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(eg) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations Assets. Except as set forth in Part 2.25 of the Company Disclosure Schedule, neither the Sellers nor any General Partner was, is or OvaScience); or
(f) result inwill be required to make any filing with or give any notice to, or increase to obtain any Consent from, any Person in connection with the likelihood of, the transfer execution and delivery of any material asset of the Company Transactional Agreements or its Subsidiaries the consummation or OvaScience to performance of any Personof the Transactions.
Appears in 1 contract
Non-Contravention; Consents. The Neither the execution and delivery of --------------------------- this Agreement or the other Transactional Agreements, nor the consummation or performance of any of the transactions contemplated by this AgreementTransactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the Company's certificate of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersStockholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaSciencedirectors, respectivelyif any;
(b) to the Knowledge of the Company, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) cause the Company to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of the Company Contract Contracts;
(as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementg) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(eh) give any Person the right to any payment by the Company or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person, in any such case as a result of the change in control of the Company or otherwise resulting from the Transactions; or
(i) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (Company. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value Section 4.22 of the assets subject thereto Target Disclosure Schedule, the Company will not be required to make any filing with or materially impair give any notice to, or obtain any Consent from, any Person in connection with the operations execution and delivery of this Agreement and the other Transactional Agreements or the consummation or performance of any of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset Transactions. As of the Company date hereof, all such filings, notices and Consents have been duly made, given or its Subsidiaries obtained and are in full force and effect, other than those which by their nature are required to be made, given or OvaScience to any Personobtained after the execution of this Agreement, all of which shall be made, given or obtained within the time required therefor.
Appears in 1 contract
Samples: Merger Agreement (Cybersource Corp)
Non-Contravention; Consents. The consummation Neither: (1) the execution, delivery or performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; nor (2) any of the transactions contemplated by this AgreementAgreement or any such other agreement, document or instrument, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience any Charter Documents; or (ii) any resolution adopted by the stockholdersshareholders, the Board members or board of Directors directors (or similar body) of any committee of the Board of Directors of the Company or of OvaScience, respectivelyAcquired Company;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the any Acquired Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its Subsidiariesany Acquired Company, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the any Acquired Company or its Subsidiaries, or OvaScience, or that otherwise relates to the any Acquired Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceany Acquired Company;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any such Acquired Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Acquired Company Contract or Orion Contractany of its terms or become eligible for any rights or benefits; or (iviii) cancel, terminate or modify any term of any such Acquired Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the any Acquired Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case either individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the any Acquired Company) or result in a transfer, distribution or sale of such asset. No Acquired Company is and no Acquired Company will be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with: (x) the likelihood of, the transfer performance of this Agreement or any material asset of the Company other agreements, documents or its Subsidiaries instruments referred to in this Agreement; or OvaScience (y) any of the transactions contemplated by this Agreement or by any of the other agreements, documents or instruments referred to any Personin this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company Company, or its Subsidiaries or of OvaScience or to any of the material assets owned owned, leased or used by the Company or its Subsidiaries or of OvaScienceCompany;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; (iiB) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; (iiiC) accelerate the maturity or performance of any Company Contract or Orion Material Contract; or (ivD) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(ev) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances).
(as defined in the Merger Agreementb) and minor liens that will not, in Except for (i) any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations Consent set forth on Section 2.5(b) of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws or OvaSciencein connection with the performance of the Company’s obligations under Section 5.1(a); or, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions.
(fc) result inThe Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Stockholder Support Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or increase similar Law applies or purports to apply to the likelihood ofMerger, this Agreement, the transfer of Company Stockholder Support Agreements or any material asset of the Company or its Subsidiaries or OvaScience to any PersonContemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(aA) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporationIncorporation Documents, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company's stockholders, the Board board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(bB) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(cC) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(dD) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(eE) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company. Except as may be required by the DGCL or the California Code, the Company is not and or its Subsidiaries will not be required to make any filing with or OvaScience give any notice to, or to obtain any Consent from, any Governmental Body or any industry regulatory body in connection with (except for Permitted Encumbrances x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (as defined in y) the consummation of the Merger Agreement) and minor liens that will not, in or any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Personother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Home Director Inc)
Non-Contravention; Consents. The Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(b) contravene, conflict with or result in a material violation of, or to the Knowledge of the Company give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties Company or its Subsidiaries, is subject, except as would not be material to the Company or its business;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or to the Knowledge of the Company, give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates except as would not be material to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencebusiness;
(d) to the knowledge of the Company, contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; (ii) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Material Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances). Except for (i) any Consent set forth on Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as defined may be required under applicable federal and state securities laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the Merger execution, delivery or performance of this Agreement, or (y) and minor liens that will notthe consummation of the Contemplated Transactions, in any case which if individually or in the aggregateaggregate were not given or obtained, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any would be material asset of to the Company or its Subsidiaries business. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Stockholder Support Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or OvaScience similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements or any Personof the Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. The Neither (1) the execution, delivery or performance of this Agreement or any of the Transaction Documents to which the Company is a party, nor (2) the consummation of the transactions contemplated by this Agreement, Merger or any of the other Contemplated Transactions will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporationCharter Documents, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board board of Directors directors or any committee of the Board board of Directors directors of the Company or of OvaScience, respectivelyCompany;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby Merger or any of the other Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company or its Subsidiaries, or OvaScienceAcquired Companies, or any of the material assets owned or used by any of the Merger Parties or its SubsidiariesAcquired Companies, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by any of the Company or its Subsidiaries, or OvaScience, Acquired Companies or that otherwise relates to the business of any of the Company or its Subsidiaries or of OvaScience Acquired Companies or to any of the material assets owned or used by any of the Company or its Subsidiaries or of OvaScienceAcquired Companies;
(d) to the knowledge of the Companycontravene or conflict with, contravene, conflict with or result in a violation or breach in any material respect of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; , (iii) accelerate the maturity or performance of any obligation under any such Company Contract or Orion Contract; , or (iv) cancel, terminate or modify any material term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreementother than Permitted Encumbrances) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience)Acquired Companies; or
(f) result inin the disclosure or delivery to any Person of any source code for Company Product, or increase the likelihood of, the transfer of any material asset of any of the Company or its Subsidiaries or OvaScience Acquired Companies to any Person. Except as may be required by the DGCL, the CCC if applicable, and the Required Merger Stockholder Vote, the Company was, is and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement or any of the other Contracts executed, delivered or entered into in connection with the Contemplated Transactions, or (y) the consummation of the Merger or any of the other Contemplated Transactions. (For purposes of this Agreement, the Company will be deemed to be or to have been “required” to obtain a Consent if the failure to obtain such Consent (i) would reasonably be expected to result in the imposition of any material liability or obligation on, or the expansion of any material liability or obligation of, any of the Acquired Companies, or (ii) would reasonably be expected to result in the termination, modification or limitation of any material contractual or other material right of any of the Acquired Companies.)
Appears in 1 contract
Samples: Merger Agreement (Rovi Corp)
Non-Contravention; Consents. The None of: (a) the execution, delivery or performance of this Agreement, or to the Company’s knowledge, the Voting Agreements; or (b) assuming that the Company Stockholder Approval is obtained, the consummation of the transactions contemplated by this Agreement, Merger or any of the other Contemplated Transactions will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of of: (iA) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of any of the Company or OvaScience Acquired Corporations; or (iiB) any resolution formally presented and adopted by a majority of the stockholdersstockholders of the Company, the Board board of Directors directors or any committee of the Board board of Directors directors of any of the Company or of OvaScience, respectivelyAcquired Corporations;
(bii) contravene, contravene or conflict with in any material respect, or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person Body the right to challenge this Agreement and the transactions contemplated hereby Merger or any of the other Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by Acquired Corporations is subject as of the Merger Parties or its Subsidiaries, is subjectdate of this Agreement;
(ciii) contravene, contravene or conflict with in any material respect or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization material Governmental Authorization of the type described in clause “(a)” of the definition “Governmental Authorization” that is held by any of the Company or its Subsidiaries, or OvaScience, Acquired Corporations or that otherwise relates to the business of any of the Company or its Subsidiaries or of OvaScience Acquired Corporations or to any of the material assets owned or used by any of the Acquired Corporations;
(iv) contravene or conflict with in any material respect, or result in the creation of any material lien or material Encumbrance in or upon any of the material properties, assets or rights of the Company or its Subsidiaries or of OvaScience;
(d) to the knowledge any of the CompanyCompany Subsidiaries, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Material Contract (as defined in the Merger Agreementincluding any Company Leases), or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a material default or exercise any remedy under any Company Contract or Orion such Material Contract; (iiB) receive or require a material rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; (iiiC) accelerate the maturity or performance of any Company Contract or Orion such Material Contract; or (ivD) cancel, terminate or modify in any material respect any term of such Material Contract; or
(v) result in or give any Company Contract other Person the right or Orion Contractoption to cause or declare: (A) a loss of, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement)Encumbrance on, any non-material Company Intellectual Property; (B) a breach, default, penalty or modification andtermination of any Contract listed or required to be listed in Part 2.9(c) of the Disclosure Schedule; (C) the release, disclosure or delivery of any Company Intellectual Property by or to any escrow agent or other Person; or (D) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the case of all other Company Contracts Intellectual Property. Except as may be required by the Exchange Act, the Securities Act, state securities or Orion Contracts“blue sky” laws, the DGCL, the HSR Act, any breachforeign antitrust or competition-related Legal Requirement and the rules and regulations of the NASDAQ Stock Market, defaultand assuming that the Company Stockholder Approval is obtained, penalty (x) none of the Acquired Corporations was, is or modification that would not result in a Company Material Adverse Effect will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person, and (as defined in y) neither the Merger Agreement) execution, delivery or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation performance of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used this Agreement by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in to the Company’s knowledge) the Voting Agreements nor the consummation of the Merger Agreement) and minor liens that or any of the other Contemplated Transactions by the Company will notcontravene or conflict with, or result in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience); or
(f) result in, or increase the likelihood violation of, any Legal Requirement that is material to the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any PersonAcquired Corporation.
Appears in 1 contract
Samples: Merger Agreement (Silicon Graphics International Corp)
Non-Contravention; Consents. The Subject to obtaining the Required Company Stockholder Vote, the filing of the Certificate of Merger required by the DGCL, and the filing of the Certificate of Designation, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany’s Organizational Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates except as would not reasonably be expected to the business of be material to the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaSciencebusiness;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Material Contract; (ii) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Material Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Material Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Material Contract, except, except in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;modification; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances Encumbrances). Except for (as defined in the Merger Agreementi) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations Consent set forth on Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware and (v) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, neither the Company nor any of its Subsidiaries is or OvaScience); or
(f) result inwill be required to make any filing with or give any notice to, or increase to obtain any Consent from, any Person in connection with (A) the likelihood ofexecution, delivery or performance of this Agreement, or (B) the consummation of the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the transfer of any material asset Lock-Up Agreements and to the consummation of the Company Contemplated Transactions. No other state takeover statute or its Subsidiaries similar Law applies or OvaScience purports to apply to the Merger, this Agreement, the Lock-Up Agreements or any Personof the Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. The (a) Neither (x) the execution, delivery or performance of this Agreement, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions will, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rightsboth):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws bylaws, or other charter or organizational documents Organizational Documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyIssuer Company;
(bii) contravene, conflict with or result in a material violation of, or give in any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief undermaterial respect, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the any Issuer Company or its Subsidiaries, or OvaScience, or any material asset of the assets owned or used by the Merger Parties or its Subsidiaries, any Issuer Company is subject;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization material Governmental Authorization that is held by the any Issuer Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the any Issuer Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceany Issuer Company;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Issuer Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i1) declare a default or exercise any remedy or relief under any Company Contract or Orion such Issuer Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii2) accelerate the maturity or performance of any Company Contract or Orion such Issuer Material Contract; or (iv3) cancel, terminate or modify any right, benefit, obligation or other term of any Company Contract or Orion Contract, except, in the case of any Company such Issuer Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(ev) result in the imposition imposition, creation or creation continuance of any Encumbrance (as defined in the Merger Agreementother than a Permitted Encumbrance) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience of any Issuer Company; except, with respect to clauses (except for Permitted Encumbrances i), (as defined in the Merger Agreementiv) and minor liens that will not(v), where any such failure would not reasonably be expected to result in any case or in the aggregate, materially detract from the value an Issuer Material Adverse Effect.
(b) Except as set forth on Section 4.3(b) of the assets subject thereto Issuer Disclosure Schedule, no Issuer Company is or materially impair will be required to make any filing with or give any notice to, or to obtain any Consent from, any third-party or Governmental Body in connection with: (x) the operations execution, delivery or performance of this Agreement; or (y) the consummation of the Company or OvaScience); or
(f) Contemplated Transactions, except where any such failure would not reasonably be expected to result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Personin an Issuer Material Adverse Effect.
Appears in 1 contract
Samples: Investment Agreement (Conns Inc)
Non-Contravention; Consents. The Except as set forth in Part 2.22 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, Company's shareholders or the Board Company's board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.22 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Caere Corp)
Non-Contravention; Consents. The Neither
(1) the execution, delivery or performance of this Agreement, nor (2) the consummation of any of the transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) 5.20.1. contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporationCompany's charter documents, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company's stockholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) 5.20.2. contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) 5.20.3. contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, 5.20.4. contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Contract (as defined in the Merger Material Agreement that is or would constitute a Material Agreement), or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; such Material Agreement, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; such Material Agreement, or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company such Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) 5.20.5. result in the imposition or creation of any Lien or Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except for the Georgia Certificate of Merger, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, delivery or performance of this Agreement or any of the transfer other agreements referred to in this Agreement, or (y) the consummation of any material asset of the transactions contemplated by this Agreement, other than such filings or Consents that the lack of which can not be reasonably expected to have a Material Adverse Effect on the Company or its Subsidiaries or OvaScience to any Personand the Merger.
Appears in 1 contract
Samples: Merger Agreement (Ge Capital Equity Investments Inc)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Disclosure Schedule, neither: (1) the execution, delivery or performance by Company of this Agreement or any of the other Transactional Agreements to which Company is a party; nor (2) the consummation of the transactions contemplated by this AgreementMerger, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the certificate any Charter Documents of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience Company; or (ii) any resolution adopted by the stockholders, the Board of Directors Stockholders or any committee of the Board of Directors of the Company or of OvaScience, respectivelyBoard;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the valid right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Listed Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the valid right to: (i) declare a default or exercise any remedy under any Company Contract or Orion such Listed Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Listed Contract; or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such material Listed Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (Liens. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value Part 2.21 of the assets subject thereto Disclosure Schedule, Company is not and will not be required to make any filing with or materially impair give any notice to, or to obtain any Consent from, any Person in connection with: (x) the operations execution, delivery or performance of this Agreement or any of the Company other Transactional Agreements; or OvaScience); or
(fy) result in, or increase the likelihood of, the transfer of any material asset consummation of the transactions. Part 2.21 of the Disclosure Schedule lists each Company Contract that is terminated or its Subsidiaries or OvaScience amended as a result of the Merger. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to any PersonRule 406 of the Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Merger Agreement (Instructure Inc)
Non-Contravention; Consents. The consummation (a) Except as set forth in Part 2.21 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation by the Company of the Merger and other transactions contemplated by this Agreement, hereby will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):not:
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or Company’s Charter Documents;
(ii) any resolution adopted by the stockholdersassuming that all consents, the Board of Directors approvals and authorizations and other actions described in Section 2.21(b) have been obtained and all filings and obligations described in Section 2.21(b) have been made or any committee of the Board of Directors of the Company or of OvaScience, respectively;
(b) contravenecomplied with, conflict with or result violate in a any material violation of, or give respect any Governmental Authority (as defined in the Merger Agreement) or, Legal Requirement applicable to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Company or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or and that otherwise relates is material to the business operation of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany’s business;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined that is or would constitute a Company Material Contract in the Merger Agreement)any material respect, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Contract or Orion Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iiiB) accelerate the maturity or performance of any such Company Contract or Orion Material Contract; or (ivC) cancel, terminate or materially modify any term of any Company Contract or Orion Contract, except, in the case of any such Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectivelyContract;
(ev) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreementother than Permitted Encumbrances) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience)Company; or
(fvi) result inexcept as set forth in paragraph (b) or Section 2.22 below, or increase require the likelihood of, the transfer Consent of any material asset of the Company or its Subsidiaries or OvaScience to any Person.
(b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, except for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Merger Agreement (Viggle Inc.)
Non-Contravention; Consents. The Except as set forth in Part 2.20 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement, nor (2) the consummation of the transactions contemplated by this AgreementMerger, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company’s articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the Company’s stockholders, the Board Company’s board of Directors directors or any committee of the Board Company’s board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subjectsubject which would have a Material Adverse Effect;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization material Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such material Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.20 of the Disclosure Schedule and the filings with the Secretary of State of Nevada and Delaware, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, delivery or performance of this Agreement, or (y) the transfer of any material asset consummation of the Company or its Subsidiaries or OvaScience to any PersonMerger.
Appears in 1 contract
Non-Contravention; Consents. The Neither the execution and delivery of --------------------------- this Agreement or the other Transactional Agreements, nor the consummation or performance of any of the transactions contemplated by this AgreementTransactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaSciencedirectors, respectivelyif any;
(b) to the Knowledge of the Company, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) cause the Company to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) to the Knowledge of the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any material provision of any of the Company Contract (as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreement) or Contracts; give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience); or
(f) result in, or increase the likelihood of, the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Person.
Appears in 1 contract
Samples: Merger Agreement (Cybersource Corp)
Non-Contravention; Consents. The Except as disclosed in Part 3.20 of the Disclosure Schedule, neither (1) the execution, delivery or performance by the Company of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). The Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, delivery or performance by the transfer Company of this Agreement or any material asset of the other agreements referred to in this Agreement, or (y) the consummation by the Company of the Merger or its Subsidiaries or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. The This Agreement and each Related Agreement to which the Company is a party have been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by the other parties thereto, constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Neither the Company’s (a) execution, delivery or performance of this Agreement or any of the Related Agreements, nor (b) consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements to which it is a party, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyConstituent Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief underunder (including the revocation, withdrawal, suspension, cancellation, termination or modification of), any Law (as defined in the Merger Agreement) Governmental Authorization , any Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScience;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such material Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such material Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such material Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(ed) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScienceCompany); or
(fe) result in, or increase the likelihood of, the transfer of any material asset except as disclosed in Section 3.5(e) of the Company Disclosure Schedule, require any filing by the Company with, notice by the Company to or its Subsidiaries Consent from any Person is required in connection with (y) the Company’s execution, delivery or OvaScience to performance of this Agreement or any Personof the Related Agreements, or (z) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement or any of the Related Agreements.
Appears in 1 contract
Samples: Merger Agreement (Medicines Co /De)
Non-Contravention; Consents. The (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws Company’s Organizational Documents or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyConvertible Notes;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, or other Person the right to challenge this Agreement and the transactions contemplated hereby Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to Order by which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company; or
(iv) cause a default (or an event that with notice or lapse of time or both would result in a default), give right to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit of the Company or any of its Subsidiaries, or OvaScience, or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScience;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; or (iv) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreementother than Permitted Encumbrances) upon any of the properties or with respect to any material asset owned or used by assets of the Company or any of its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will notSubsidiaries, in each case under any Company Material Contract and in each case except as would not be reasonably expected to have, individually or in the aggregate, materially detract from a Company Material Adverse Effect.
(b) Except for (i) the value Required Company Stockholder Vote, (ii) the filing of the assets subject thereto Certificate of Merger with the Secretary of State of Delaware pursuant to the DGCL, and (iii) such consents, waivers, approvals, orders authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, the Company was not, is not, nor will be required to make any filing with or materially impair give any notice to, or to obtain any Consent from, any Person in connection with (x) the operations execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions (in each case except under Company Contracts that are not Company Material Contracts, and in the case of such filings, notices or OvaScienceConsents under Company Material Contracts, except as the failure to make such filing, give such notice or obtain such Consent would not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect); or.
(fc) result in, or increase The Company Board has taken and will take all actions necessary to ensure that the likelihood of, the transfer of any material asset restrictions applicable to business combinations contained in Section 203 of the Company DGCL, to the extent applicable to the Company, are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or its Subsidiaries similar Law applies or OvaScience purports to apply to the Merger, this Agreement or any Personof the Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (AVROBIO, Inc.)
Non-Contravention; Consents. The consummation Neither the execution, delivery or performance of this Agreement or any other agreements, documents or instruments referred to or contemplated by this Agreement or any of the transactions contemplated by this AgreementAgreement or any other agreements, documents or instruments referred to or contemplated herein, nor the consummation of the Merger, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, Company's Shareholders or the Board Company's board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). The Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, delivery or performance of this Agreement or any other agreement, document or instrument referred to in or contemplated by this Agreement, or (y) the transfer of any material asset consummation of the Company Merger or its Subsidiaries any of the other transactions contemplated by this Agreement or OvaScience contemplated by any other agreement, document or instrument referred to any Personin or contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The Except as set forth in Part 2.19 of the Disclosure Schedule, neither: (1) the execution, delivery or performance by the Company of this Agreement or any of the other Transactional Agreements to which the Company is a party; nor (2) the consummation of the transactions contemplated by this AgreementFirst Merger, or, to the Company’s Knowledge, the Second Merger, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents any Charter Documents of the Company or OvaScience Company; or (ii) any resolution adopted by the stockholders, the Board of Directors Shareholders or any committee of the Board of Directors of the Company or of OvaScience, respectivelyBoard;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in Body the Merger Agreement) or, to the knowledge of the Company, other Person the valid right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScience, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company’s business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Listed Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the valid right to: (i) declare a default or exercise any remedy under any Company Contract or Orion such Listed Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Listed Contract; or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Listed Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (Liens. Except as defined set forth in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value Part 2.19 of the assets subject thereto Disclosure Schedule, the Company is not and will not be required to make any filing with or materially impair give any notice to, or to obtain any consent from, any Person in connection with: (x) the operations execution, delivery or performance of this Agreement or any of the Company other Transactional Agreements; or OvaScience); or
(fy) result in, or increase the likelihood of, the transfer of any material asset consummation of the transactions contemplated hereby and thereby. Part 2.19 of the Disclosure Schedule lists each Company Contract that is terminated or its Subsidiaries or OvaScience to any Personamended as a result of the Mergers.
Appears in 1 contract
Samples: Merger Agreement (Innovate Biopharmaceuticals, Inc.)
Non-Contravention; Consents. The Neither
(1) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (2) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelyCompany's Constituent Documents;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceAcquired Corporations, or any of the assets owned owned, used or used controlled by the Merger Parties or its SubsidiariesAcquired Corporations, is are subject;
(c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, Acquired Corporations or that otherwise relates to the business of the Company or its Subsidiaries or of OvaScience Acquired Corporations' businesses or to any of the material assets owned owned, used or used controlled by the Company or its Subsidiaries or of OvaScienceAcquired Corporations;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience Acquired Corporations (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company Acquired Corporations). Except for the filing of the Agreement of Merger, such filings as are required under the HSR Act, and the Securities Act and the solicitation of the consent of the Company's shareholders, no filing with, notice to or OvaScience); or
consent from any Person is required in connection with (fx) result inthe execution, delivery or performance of this Agreement or any of the Related Agreements, or increase (y) the likelihood of, the transfer of any material asset consummation of the Company Merger or its Subsidiaries any of the other transactions contemplated by this Agreement or OvaScience to any Personof the Related Agreements.
Appears in 1 contract
Samples: Merger Agreement (Titan Corp)
Non-Contravention; Consents. The Except as set forth in Part 2.21 of the Disclosure Schedule, and except where it is not reasonably likely to have a Material Adverse Effect on the Company, neither (a) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (b) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(ai) contravene, conflict with or result in a violation of (iA) any of the provisions of the certificate Company's articles of incorporation, incorporation or bylaws or other charter or organizational documents of the Company or OvaScience or (iiB) any resolution adopted by the stockholdersCompany's shareholders, the Board Company's board of Directors directors or any committee of the Board Company's board of Directors of the Company or of OvaScience, respectivelydirectors;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby by this Agreement or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(div) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)that is or would constitute a Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (iA) declare a default or exercise any remedy under any Company Contract or Orion Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; , (iiiB) accelerate the maturity or performance of any such Company Contract or Orion Contract; , or (ivC) cancel, terminate or modify any term of any such Company Contract or Orion Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(ev) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule or otherwise required by the terms of this Agreement, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. The Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the Company's certificate or articles of incorporationincorporation or bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholders, Company's shareholders or the Board Company's board of Directors or any committee of the Board of Directors of the Company or of OvaScience, respectivelydirectors;
(b) contravene, conflict with or result in a material violation of, or give of any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
(c) to the Knowledge of the Company and the Shareholders, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or its Subsidiaries, or OvaScience, or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScienceCompany;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract (as defined in the Merger Agreement)Material Contract, or of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion such Material Contract; , or (iviii) cancel, terminate or modify any term of any Company Contract or Orion such Material Contract, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;; or
(e) result in the imposition or creation of any lien or other Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as otherwise provided in this Agreement, the Company is not and will not be required to make any filing with or OvaScience); or
(f) result ingive any notice to, or increase to obtain any Consent from, any Person in connection with (x) the likelihood ofexecution, the transfer delivery or performance of this Agreement or any material asset of the Company other agreements referred to in this Agreement, or its Subsidiaries (y) the consummation of the Merger or OvaScience to any Personof the other transactions contemplated by this Agreement.
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Non-Contravention; Consents. The Neither the execution and delivery of this Agreement or the other Transactional Agreements, nor the consummation or performance of any of the transactions contemplated by this AgreementTransactions, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights):
): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate Company's Articles of incorporationIncorporation or Bylaws, bylaws or other charter or organizational documents of the Company or OvaScience or (ii) any resolution adopted by the stockholdersCompany's shareholders, the Company's Board of Directors or any committee of the Company's Board of Directors of the Company or of OvaScience, respectively;
Directors; (b) to the Knowledge of the Company, contravene, conflict with or result in a material violation of, or give any Governmental Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, Body or other Person the right to challenge this Agreement and any of the transactions contemplated hereby Transactions or to exercise any remedy or obtain any relief under, any Law (as defined in the Merger Agreement) Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, or OvaScienceCompany, or any of the assets owned or used by the Merger Parties or its SubsidiariesCompany, is subject;
subject (assuming approval by the shareholders of the Company); (c) cause the Company to become subject to, or to become liable for the payment of, any Tax; (d) cause any of the assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (e) to the Knowledge of the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization Governmental Authorization that is held by the Company or any of its Subsidiaries, or OvaScience, employees or that otherwise relates to the Company's business of the Company or its Subsidiaries or of OvaScience or to any of the material assets owned or used by the Company or its Subsidiaries or of OvaScience;
Company; (df) to the knowledge of the Company, contravene, conflict with or result in a violation or breach of, or result in a default under, any material provision of any of the Company Contract Contracts; (as defined in the Merger Agreement), or of any Orion Contract (as defined in the Merger Agreementg) or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Contract or Orion Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract or Orion Contract; (iii) accelerate the maturity or performance of any Company Contract or Orion Contract; , or (iviii) cancel, terminate or modify any term Company Contract; (h) give any Person the right to any payment by the Company or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company Contract or Orion Contract, exceptin favor of any Person, in any such case as a result of the case change in control of any the Company Material Contract (as defined in or otherwise resulting from the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively;Transactions.
(ei) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by the Company. The Company will not be required to make any filing with or its Subsidiaries give any notice to, or OvaScience (except for Permitted Encumbrances (as defined obtain any Consent from, any Person in connection with the Merger Agreement) execution and minor liens that will not, in delivery of this Agreement and the other Transactional Agreements or the consummation or performance of any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations Transactions. As of the Company date hereof, all such filings, notices and Consents have been duly made, given or OvaScience); or
(f) result inobtained and are in full force and effect, other than those which by their nature are required to be made, given or increase obtained after the likelihood ofClosing, all of which shall be made, given or obtained within the transfer of any material asset of the Company or its Subsidiaries or OvaScience to any Persontime required therefor.
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