Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of, the certificate of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14 (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, or any of the assets of the Seller, is subject; (c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body; (d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the Seller; (e) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts; (f) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contracts, (ii) accelerate the maturity or performance of any Contract, or (iii) cancel, terminate or modify any such Contract; or (g) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Medical Transcription Billing, Corp)
Non-Contravention; Consents. Except as set forth in Part 2.18 The execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets other contracts referred to Purchaser, in this Agreement will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, : (i) any of the provisions of the certificate of formationincorporation or bylaws of FOFU; or (ii) any resolution adopted by the stockholders, operating agreement the board of directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the board of directors of FOFU;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions this Agreement or to exercise any 13 | Page remedy or obtain any relief under, any Legal Requirement or any Order to which the SellerFOFU, or any of the assets of owned or used by the SellerFOFU, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by any of FOFU or that otherwise relates to the Seller or business of any employee of the SellerFOFU or to any of the assets owned or used by any of FOFU;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) FOFU Material contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, such contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such contract; (iii) accelerate the maturity or performance of any Contract, such FOFU Material contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of such ContractFOFU Material contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Purchased Assets. Except as set forth FOFU (except for minor liens that will not, in Part 2.18 any case or in the aggregate, materially detract from the value of the Disclosure Schedule, neither assets subject thereto or materially impair the Seller nor the Sole Member 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 execution and delivery operations of any of the Transactional Agreements or the consummation or performance of any of the TransactionsFOFU).
Appears in 2 contracts
Samples: Share Exchange Agreement (mCig, Inc.), Share Exchange Agreement (Cafe Serendipity Holdings, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 Assuming compliance with the applicable provisions of the Disclosure ScheduleNRS, neither (1) the execution and delivery of this Agreement by the Company, nor (2) the consummation of the Merger or any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the other Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaserwould reasonably be expected to, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the articles of incorporation, the certificate of formation, operating agreement bylaws or other charter or organizational documents of Sellerany of the Company Entities; Asset Purchase Agreementor (ii) any resolution adopted by the stockholders, MTBC & RMB 14the board of directors or any committee of the board of directors of any of the Company Entities;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any of the SellerCompany Entities, or any of the assets owned or used by any of the SellerCompany Entities, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerCompany Entities or that otherwise relates to the business of any of the Company Entities or to any of the assets owned or used by any of the Company Entities;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, such Company Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract, ; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of such Company Material Contract; or;
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any tangible asset owned or used by any of the Purchased AssetsCompany Entities (except for the Company Permitted Encumbrances or 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 Entities taken as a whole); or
(f) result in the disclosure or delivery to any escrowholder or other Person of any material Company IP (including Company Source Code), or the transfer of any asset of any of the Company Entities to any Person. Except as set forth in Part 2.18 may be required by the Securities Act, Exchange Act, state securities laws and the NRS, none of the Disclosure ScheduleCompany Entities was, neither the Seller nor the Sole Member 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 with: (x) the execution and execution, delivery or performance of this Agreement; or (y) the consummation of the Merger or any of the Transactional Agreements or the consummation or performance of any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Broadcast International Inc), Merger Agreement (Alldigital Holdings, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's certificate of incorporation or bylaws, or (ii) any resolution adopted by the Company's stockholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Vitesse Semiconductor Corp), Merger Agreement (Egain Communications Corp)
Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure ScheduleSchedule 2.21, neither the execution and execution, delivery or performance of any of the Transactional Agreements by Sole Member and the Seller, this Agreement nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchasertransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s Certificate of Incorporation or Bylaws, or the certificate Stockholder Representative’s Articles of formationIncorporation or Bylaws, operating agreement or other organizational documents (ii) any resolution adopted by the Stockholders or the Company’s board of Seller; Asset Purchase Agreement, MTBC & RMB 14directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsMaterial Contract, (ii) accelerate the maturity or performance of any Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company, except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company. Except as set forth in Part 2.18 of Schedule 2.21, the Disclosure Schedule, neither the Seller nor the Sole Member will be Company is not 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 and execution, delivery or performance of this Agreement, or (y) the consummation of the Merger or any of the Transactional Agreements or the consummation or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Xse, LLC), Merger Agreement (Xhibit Corp.)
Non-Contravention; Consents. Except as set forth in Part 2.18 3.24 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or the Shareholder Agreements, nor (2) the consummation of the Offer, the Mergers or any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the other Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement or other organizational documents the Charter Documents of Seller; Asset Purchase Agreement, MTBC & RMB 14any of the Acquired Corporations;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any of the SellerAcquired Corporations, or any of the assets owned or used by any of the SellerAcquired Corporations, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerAcquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that constitutes a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, such Company Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract; (iii) accelerate the maturity or performance of any such Company Contract, ; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Contract; or;
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Purchased Assets. Except as set forth Acquired Corporations (except for minor liens that will not, in Part 2.18 any case or in the aggregate, materially detract from the value of the Disclosure Scheduleassets subject thereto or materially impair the operations of the Acquired Corporations); or
(f) result in the transfer of any material asset of any of the Acquired Corporations to any Person. None of the Acquired Corporations, neither the Seller is, nor the Sole Member will be it 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 and execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Shareholder Agreements or (z) the consummation of the Offer, the Mergers or any of the Transactional Agreements other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the CGCL, any applicable state or foreign securities laws, the consummation HSR Act, any foreign antitrust or performance of any of the Transactionscompetition-related Legal Requirement and by Nasdaq Listing Rules.
Appears in 2 contracts
Samples: Merger Agreement (Sonic Solutions/Ca/), Agreement and Plan of Merger and Reorganization (Rovi Corp)
Non-Contravention; Consents. Except as set forth in Part 2.18 of Neither: (1) the Disclosure Scheduleexecution, neither the execution and delivery of any or performance of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or Selling Shareholders; nor (2) the sale and assignment consummation of the Purchased Assets to PurchaserShare Purchase or any of the other Contemplated Transactions by any of the Selling Shareholders did, will directly or indirectly could reasonably be expected to (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of any Charter Documents of any of the Acquired Companies; or (ii) any resolution adopted by the shareholders, board of directors or any committee of the certificate board of formation, operating agreement or other organizational documents directors of Seller; Asset Purchase Agreement, MTBC & RMB 14any of the Acquired Companies;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which any of the SellerAcquired Companies or any of the Selling Shareholders, or any of the assets owned or used by any of the SellerAcquired Companies or any of the Selling Shareholders, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerAcquired Companies or that otherwise relates to any such Acquired Company’s business or to any of the assets owned or used by any such Acquired Company;
(ed) except as set forth in Part 3.19(d) of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Acquired Company Contract that is or would constitute a Material Contract or any Contract that is binding on any Selling Shareholder, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, such Acquired Company Contract; (ii) accelerate the maturity or performance of any such Acquired Company Contract, ; or (iii) cancel, terminate or modify any such Acquired Company Contract;
(e) contravene, conflict with or result in a violation of: (i) any of the provisions of any Charter Documents of such Selling Shareholder that is an Entity; or (ii) any resolution adopted by the shareholders, board of directors or any committee of the board of directors of any Selling Shareholder that is an Entity;
(f) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Companies (except for 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 Acquired Companies); or
(g) result in the imposition release, disclosure or creation delivery of any Encumbrance upon Acquired Company IP by or with respect to any escrow agent or other Person or the grant, assignment or transfer to any other Person of, or entitle any other Person to exercise or use, any license or other right or interest under, to or in any of the Purchased AssetsAcquired Company IP. Except as set forth in Part 2.18 3.19 of the Disclosure Schedule, neither none of the Seller Acquired Companies nor any of the Sole Member Selling Shareholders is or has been, and none of the Acquired Companies nor any of the Selling Shareholders will be be, required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution and execution, delivery of any or performance of the Transactional Agreements Agreements; or (y) the consummation or performance of any of the Contemplated Transactions.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Applied Materials Inc /De)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.6 of the Company Disclosure Schedule, neither no filing with, notice to or consent from any Governmental Body is required in connection with (i) the execution and execution, delivery or performance of any this Agreement or the Related Agreements, or (ii) the consummation of the Transactional Agreements by Sole Member and Contemplated Transactions. Neither the Sellerexecution, delivery or performance of this Agreement or the Related Agreements, nor the consummation or performance by the Seller and Sole Member of any of the Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement the Constituent Documents or other the organizational documents of the Seller; Asset Purchase Agreement, MTBC & RMB 14;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any Order Order, writ, injunction, judgment or decree to which the Acquired Companies or the Seller, or any of the assets of owned, used or controlled by the Acquired Companies or the Seller, is subject;
(c) cause any except as set forth in Part 2.6(c) of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) Company Disclosure Schedule, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Acquired Companies or the Seller or that otherwise relates to the business of the Acquired Companies or the Seller or to any employee of the assets owned, used or controlled by the Acquired Companies or the Seller;
(ed) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract or any Contract to which the Seller is a party, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Contract, (ii) accelerate the maturity or performance of any Contract, such Contract or (iii) cancel, terminate or modify any such Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(gf) result in the imposition or creation of any Encumbrance upon or with respect to any of asset owned or used by the Purchased Assets. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 execution and delivery of any of the Transactional Agreements Acquired Companies or the consummation or performance of any of the TransactionsSeller.
Appears in 2 contracts
Samples: Acquisition Agreement (Gevo, Inc.), Acquisition Agreement (Gevo, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Invision Technologies Inc), Agreement and Plan of Merger and Reorganization (Eloquent Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure Schedule, neither Neither the execution and delivery by any of the Sellers of any of the Transactional Agreements by Sole Member and the SellerAgreements, nor the consummation or performance by any of the Seller and Sole Member Sellers of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, the certificate of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any material Legal Requirement or any material Order to which any of the Seller, Parent Entities or any of the assets of the SellerCovered Assets, Enterprise Search Contracts or Non-IP Contracts is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(db) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerCovered Assets;
(ec) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contractsmaterial Enterprise Search Contract or Non-IP Contract;
(fd) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractsmaterial Enterprise Search Contract, (ii) accelerate the maturity or performance of any material Enterprise Search Contract, or (iii) cancel, terminate or modify any such material Enterprise Search Contract; or
(ge) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Purchased AssetsCovered Assets (other than Permitted Liens). Except as set forth in Part 2.18 None of the Disclosure ScheduleSellers was, neither the Seller nor the Sole Member 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 the execution and delivery of any of the Transactional Agreements or the consummation or performance by the Sellers of any of the Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Inktomi Corp), Asset Purchase Agreement (Verity Inc \De\)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or --------------------------- performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchasertransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the articles of incorporation, the certificate of formation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase Agreementthe Company, MTBC & RMB 14or (ii) any resolution adopted by the shareholders, the Board or any committee of the Board;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the Seller, is Company are subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(ed) except as set forth in the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) accelerate the maturity or performance of any such Material Contract, or (iii) cancel, terminate or modify any term of such Material Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 of the Company Disclosure Schedule, neither the Seller nor the Sole Member Company will not be required to make any filing (other than the filing of the Certificate with the California Secretary of State or any 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)) with or give any notice to, or to obtain any Consent consent from, any Person in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation or performance of any of the Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Digital Sound Corp), Preferred Stock Purchase Agreement (Moore Capital Management Inc /New)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither: (1) the execution, delivery or performance of this Agreement or any of the Disclosure Scheduleother agreements, neither documents or instruments referred to in this Agreement (including the execution and delivery Spin-Off Agreements); nor (2) the consummation of any of the Transactional Agreements transactions contemplated by Sole Member and this Agreement or any other agreement, document or instrument referred to in this Agreement (including the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to PurchaserSpin-Off Agreements), will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of any Acquired Company; or (ii) any resolution adopted by the members, board of managers or any committee of the certificate board of formation, operating agreement or other organizational documents managers of Seller; Asset Purchase Agreement, MTBC & RMB 14any Acquired Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, any Acquired Company or any of the assets of the Sellerowned or used by any Acquired Company, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller any Acquired Company or that otherwise relates to any employee Acquired Company’s business or to any of the Sellerassets owned or used by any Acquired Company;
(ed) (i) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
Material Contract or any Company Contract where such contravention, conflict, violation, breach or default would result in a material Liability of, or otherwise have a material impact on, the Acquired Companies, or (fii) give any Person the right to to: (iA) declare a default or exercise any remedy under any of Seller’s Contracts, such Material Contract; (iiB) accelerate the maturity or performance of any such Material Contract, ; or (iiiC) cancel, terminate or modify any such Material Contract;
(e) contravene any applicable Legal Requirement or Order currently in effect or require any Acquired Company or any of its Affiliates to obtain any Consent from any Governmental Body or other Person, with regard to any Company Product, or to make any filing with any Governmental Body or to any other Person, with regard to a Company Product; or
(gf) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assetsasset owned or used by any Acquired Company (except for Permitted Encumbrances). Except as set forth in Part 2.18 for the expiration or early termination of waiting periods under the Disclosure ScheduleHSR Act and the expiration of waiting periods or the receipt of approvals or consents required under any other competition, neither the Seller nor the Sole Member merger control, antitrust or similar Legal Requirements, if applicable, no Acquired Company 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 with: (x) the execution and execution, delivery or performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; or (y) the consummation of any of the Transactional Agreements or the consummation or performance of any of the Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement by Sole Member and the SellerCompany, nor (2) the consummation or performance by the Seller and Sole Member Company of the Merger or any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the certificate of formationincorporation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase Agreementthe Company, MTBC & RMB 14or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerCompany or that otherwise relates to the business of the Company or to the assets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that constitutes a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract, (iii) accelerate the maturity or performance of any such Company Contract, or (iiiiv) cancel, terminate or modify any term of such Company Contract; or;
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. assets subject thereto or materially impair the operations of the Company); or Except as set forth in Part 2.18 of may be required by the Disclosure ScheduleExchange Act, neither the Seller nor NGCL, and the Sole Member NASD Bylaws (as they may relate to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus), the Company, 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement by the Company, or (y) the consummation by the Company of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither (1) the execution, delivery or performance of this Agreement, nor (2) the consummation by the Company of the Disclosure Schedule, neither the execution and delivery of Arrangement or any of the Transactional Agreements other transactions contemplated by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserthis Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the articles or certificate of formationincorporation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase Agreementthe Company, MTBC & RMB 14or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of the Company;
(b) subject to obtaining the Consents set forth in Section 6.4 of this Agreement, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(ed) to 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 of Seller’s Contracts;
(f) Contract that constitutes a Company Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (iii) accelerate the maturity or performance of any such Contract, or (iiiiv) cancel, terminate or modify any term of such Contract; or;
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company); 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 to any Person. Except as set forth in Part 2.18 of may be required by the Disclosure ScheduleInterim Order, neither the Seller Final Order, applicable securities laws or the BCA, the Company was not, is not nor the Sole Member 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 and execution, delivery or performance of this Agreement by the Company, or (ii) the consummation by the Company of the Arrangement or any of the Transactional Agreements or the consummation or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither: (1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the other Transactional Agreements by Sole Member and the Seller, Company; nor (2) the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, : (i) any of the certificate provisions of formation, operating agreement any Charter Documents of the Company; or other organizational documents (ii) any resolution adopted by the members or managers of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Seller, Company or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, such Company Contract; (ii) accelerate the maturity or performance of any such Company Contract, ; or (iii) cancel, terminate or modify or trigger any change of control or other rights adverse to the Company, any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon any asset owned or with respect to any of used by the Purchased AssetsCompany, except for Permitted Liens. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 Governmental Body or any counterparty to a Company Contract in connection with with: (x) the execution and execution, delivery or performance of this Agreement or any of the other Transactional Agreements Agreements; or (y) the consummation or performance of any of the Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Disclosure Schedule, neither the execution and delivery of Transaction or any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the other Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s Organizational Documents;
(b) contravene, conflict with or result in a material violation of, or to the Knowledge of the Company give any Governmental Body or other Person the right to challenge the Transaction or any of the other Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Legal Requirement Law or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject, except as would not be material to the Company or its business;
(c) cause any of the Purchased 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 to the Knowledge of the Company, give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company, except as would not be material to the Company or any employee of the Sellerits business;
(ed) contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Material Contract, or to the Knowledge of Seller’s Contracts;
(f) the Company, give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, Company Material Contract; (ii) accelerate the maturity or performance of any Company Material Contract, ; or (iii) cancel, terminate or modify any such term of any Company Material Contract, except, in each case, as would not have a Company Material Adverse Effect; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company (except for Permitted Encumbrances). Except for (i) any Consent set forth on Part 2.4 of the Purchased Assets. Except Company Disclosure Schedule under any Company Contract and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as set forth in Part 2.18 of may be required under applicable federal and state securities laws, the Disclosure ScheduleCompany was not, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement, or (y) the consummation of the Transaction or any of the Transactional Agreements other Contemplated Transactions, which, if individually or in the consummation aggregate were not given or performance of any of the Transactionsobtained, would result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure Schedule, neither (a) Neither the execution and delivery of this Agreement or any other Transaction Document to which the Company or any of the Transactional Agreements by Sole Member and the SellerSelling Shareholders is a party, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation ofof(i) any of the provisions of the articles of incorporation or bylaws of the Company, or (ii) any resolution adopted by the certificate shareholders, board of formationdirectors or any committee of the board of directors of the Company, operating agreement or other organizational documents the provision of Seller; Asset Purchase Agreementany agreement, MTBC & RMB 14whether or not written, between the holders of Company Common Shares;
(bii) contravene, conflict with or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement of Law or any Order to which the SellerCompany or any of the Selling Shareholders, or any of the assets owned or used by the Company or any of the SellerSelling Shareholders, is subject;
(ciii) cause the Company to become subject to, or to become liable for the payment of, any Tax;
(iv) cause any of the Purchased Assets assets owned or used by the Company or any of the Selling Shareholders to be reassessed or revalued by any taxing authority or other Governmental BodyAuthority;
(dv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee of its employees or that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(evi) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s the Company Contracts;
(fvii) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contracts, Company Contract (ii) accelerate the maturity or performance of any Contract, Company Contract or (iii) cancel, terminate or modify any Company Contract;
(viii) 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 favour of any Person, in any such Contractcase as a result of the change in control of the Company, or otherwise resulting from the Transactions;
(ix) contravene, conflict with or result in a violation or breach of or a default under any provision of, or give any Person the right to declare a default under, any Contract to which any of the Selling Shareholders is a party or by which any of the Selling Shareholders is bound; or
(gx) result in the imposition or creation of any Encumbrance Lien upon or with respect to any asset owned or used by the Company.
(b) Neither the Company nor any of the Purchased Assets. Except as set forth in Part 2.18 of the Disclosure ScheduleSelling Shareholders was, neither the Seller nor the Sole Member 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 the execution and delivery of this Agreement or any of the Transactional Agreements other Transaction Documents or the consummation or performance of any of the Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Sellerthe Company's board of directors; Asset Purchase Agreement, MTBC & RMB 14
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
; (c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Seller;
assets owned or used by the Company; (ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
or (ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.22 of the Disclosure ScheduleSchedule and by the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements other agreement, document or instrument referred to in or contemplated by Sole Member and the Sellerthis Agreement, nor (2) the consummation of the Transaction or performance by the Seller and Sole Member of any of the Transactionsother transactions contemplated by this Agreement or any such other agreement, document or the sale and assignment of the Purchased Assets to Purchaserinstrument, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the certificate Company's shareholders or the Company's board of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsCompany Contract, (ii) accelerate the maturity or performance of any Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. Except as set forth in Part 2.18 assets subject thereto or materially impair the operations of the Disclosure Schedule, neither the Seller nor the Sole Member Company). The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent (other than Shareholder Consent) from, any Person in connection with (x) the execution and execution, delivery or performance of this Agreement or any other agreement, document or instrument referred to in or contemplated by this Agreement, or (y) the consummation of the Merger or any of the Transactional Agreements other transactions contemplated by this Agreement or the consummation contemplated by any other agreement, document or performance of any of the Transactionsinstrument referred to in or contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Silicon Storage Technology Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's Articles of Incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.Person
Appears in 1 contract
Samples: Merger Agreement (Messagemedia Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 Subject to obtaining the Required Company Stockholder Vote and the filing of the Disclosure ScheduleCertificate of Merger required by the DGCL, neither (a) the execution and execution, delivery or performance of any this Agreement by the Company, nor (b) the consummation of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement the Organizational Documents of the Company or other organizational documents any of Seller; Asset Purchase Agreement, MTBC & RMB 14its Subsidiaries;
(bii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any Order order, writ, injunction, judgment or decree to which the SellerCompany or its Subsidiaries, or any of the assets of owned or used by the SellerCompany or its Subsidiaries, is subject, except as would not reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(diii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee of its Subsidiaries, except as would not reasonably be expected to constitute, individually or in the Selleraggregate, a Company Material Adverse Effect;
(eiv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any of Seller’s ContractsCompany Material Contract; (B) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iiC) accelerate the maturity or performance of any Company Material Contract, ; or (iiiD) cancel, terminate or modify any such term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or
(gv) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (A) any Consent set forth on Section 2.5 of the Purchased Assets. Except as set forth in Part 2.18 Company Disclosure Schedule under any Company Material Contract, (B) the Required Company Stockholder Vote, (C) the filing of the Disclosure ScheduleCertificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (D) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, neither the Seller Company nor the Sole Member 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 execution execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to 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, and will be, inapplicable to the execution, delivery and performance of this Agreement, the 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 any of the Transactional Agreements or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's certificate of incorporation or bylaws, or (ii) any resolution adopted by the Company's stockholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) accelerate the maturity or performance of any such Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Maxim Pharmaceuticals Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s articles of incorporation or bylaws, or (ii) any resolution adopted by the Company’s Securityholders, the certificate Company’s board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth Subject in Part 2.18 the case of the Disclosure ScheduleMerger to the adoption of this Agreement by the holders of the Company Common Stock, neither (i) the execution and execution, delivery or performance of this Agreement, nor (ii) the consummation by the Company of the Merger or any of the Transactional Agreements other transactions contemplated by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserthis Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the articles or certificate of incorporation or formation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase Agreementthe Company, MTBC & RMB 14or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of Assets owned or used by the SellerCompany, is subject, in each case excluding as a result or pursuant to any Excluded Laws;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the Assets owned or used by the Company, in each case excluding as a result or pursuant to any Excluded Laws;
(ed) except as set forth in Section 2.26(d) of the Company Disclosure Letter, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) material Specified Contract to which the Company is a party or is bound, or give any Person the right to (i) declare a default (or give rise to any right of termination, amendment, cancellation or acceleration) or exercise any remedy under any of Seller’s Contractssuch material Specified Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such material Specified Contract, (iii) accelerate the maturity or performance of any such material Specified Contract, or (iiiiv) cancel, terminate or modify any term of such material Specified Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any Asset owned or used by the Company; or
(f) result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any source code for or relating to any past, present or future product of the Purchased AssetsCompany or any portion or aspect of such source code or of the Company). Except as set forth in Part 2.18 may be required by the Exchange Act, the GBCC, the listing standards of Nasdaq, or any antitrust law or regulation, including the Disclosure ScheduleHSR Act and the Financial Industry Regulatory Authority Bylaws (collectively, neither the Seller nor “Excluded Laws”), the Sole Member 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 Governmental Body in connection with (x) the execution and execution, delivery or performance of this Agreement by the Company, or (y) the consummation by the Company of the Merger or any of the Transactional Agreements or the consummation or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Gsi Commerce Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 on Section 3.04 of the Company Disclosure ScheduleSchedules, neither (x) the execution and execution, delivery or performance of any this Agreement by the Company, nor (y) the consummation of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to PurchaserContemplated Transaction, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’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 Body Authority or other Person the right to challenge any of the Transactions Contemplated Transaction or to exercise any material remedy or obtain any material relief under, any Legal Requirement Law or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the Seller, Company is subject, except as would not reasonably be expected to be material to the Company or its business;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company, except as would not reasonably be expected to be material to the Company or any employee of the Sellerits business, taken as a whole;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Contract to which the Company is a party, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, Contract to which the Company is a party; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Contract; (iii) accelerate the maturity or performance of any Contract, ; or (iiiiv) cancel, terminate or modify any term of any Contract, except in any such Contractcase as would not be reasonably likely to be material to the Company or its business; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any of material asset owned or used by the Purchased AssetsCompany (except for Permitted Encumbrances). Except as for (i) any consent or notice set forth in Part 2.18 on Section 3.04 of the Disclosure Schedule, neither and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. federal and state securities Laws, the Seller nor the Sole Member Company is and will not be required to make any filing with or give any notice to, or to obtain any Consent consent from, any Person in connection with (A) the execution and execution, delivery of any of the Transactional Agreements or the consummation or performance of any this Agreement, or (B) the consummation of the TransactionsContemplated Transaction, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transaction.
Appears in 1 contract
Samples: Stock Purchase Agreement (Qualigen Therapeutics, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Company Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company); except, in the case of subparagraphs (b), (c), (d) and (e), such that would not have a Company Material Adverse Effect. Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactions.other transactions contemplated by this Agreement, except for Consents
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
Non-Contravention; Consents. Except Assuming receipt of required approvals and Consents as set forth in Part listed on Schedule 2.18 of the Disclosure ScheduleSchedules, neither (1) the execution and or delivery of this Agreement by the Company, (2) the execution, delivery or performance of the Escrow Agreement, the Registration Rights Agreement or any other agreement contemplated in connection with the Merger, or (3) the consummation of the Merger or any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the other Contemplated Transactions, will or the sale and assignment of the Purchased Assets to Purchaserwould reasonably be expected to, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, : (i) any of the certificate provisions of formation, operating agreement the Articles of Association of the Company or the charter or other organizational documents of Sellerthe Company; Asset Purchase Agreementor (ii) any resolution adopted by the shareholders, MTBC & RMB 14the board of directors or any committee of the board of directors of any of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any of the SellerCompany, or any of the assets owned or used by any of the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Grant or other Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerCompany or that otherwise relates to the business of any of the Company as currently conducted or to any of the assets owned or used by any of the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract of Seller’s Contracts;
(f) the Company or give any Person the right to to: (i) declare a default or exercise any remedy under any Material Contract of Seller’s Contracts, the Company ; (ii) accelerate the maturity or performance of any Contract, Material Contract of the Company; or (iii) cancel, terminate or modify any such Contract; orright, benefit, obligation or other term of any Material Contract of the Company;
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Purchased Assets. Except as set forth Company (except for liens that will not, in Part 2.18 any case or in the aggregate, materially detract from the value of the Disclosure Scheduleassets subject thereto or materially impair the operations of any of the Company); or
(f) result in, neither or increase the Seller nor likelihood of, the Sole Member disclosure or delivery to any escrow holder or other Person of any Company IP (including Company Source Code), or the transfer of any material asset of any of the Company to any Person; except, in the case of clauses “(a)” through “(f)” of this sentence, as would not and would not reasonably be expected to, have a Company Material Adverse Effect taken as a whole. Except: (i) as may be required by, the Companies Law (and regulations promulgated thereunder) and, if applicable, the Israeli Law of Restrictive Trade Practices; and (iii) the approval of the Investment Center and the OCS, 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 with: (x) the execution and execution, delivery or performance of this Agreement; or (y) the consummation of the Merger or any of the Transactional Agreements or the consummation or performance of any of the other Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.19 of the Disclosure Schedule, neither neither: (1) the execution and execution, delivery of any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member Company of this Agreement or any of the Transactions, or other Transactional Agreements to which the sale and assignment Company is a party; nor (2) the consummation of the Purchased Assets First Merger, or, to Purchaserthe Company’s Knowledge, the Second Merger, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, : (i) any of the certificate provisions of formation, operating agreement any Charter Documents of the Company; or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14(ii) any resolution adopted by the Shareholders or the Company Board;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the valid right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Seller, Company or any of assets owned by the assets of the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Listed Contract, or give any Person the valid right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, such Listed Contract; (ii) accelerate the maturity or performance of any such Listed Contract, ; or (iii) cancel, terminate or modify any such Listed Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any of asset owned by the Purchased AssetsCompany except for Permitted Liens. Except as set forth in Part 2.18 2.19 of the Disclosure Schedule, neither the Seller nor the Sole Member Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent consent from, any Person in connection with with: (x) the execution and execution, delivery or performance of this Agreement or any of the other Transactional Agreements Agreements; or (y) the consummation or performance of any of the Transactionstransactions contemplated hereby and thereby. Part 2.19 of the Disclosure Schedule lists each Company Contract that is terminated or amended as a result of the Mergers.
Appears in 1 contract
Samples: Merger Agreement (Innovate Biopharmaceuticals, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's certificate of incorporation or bylaws, or (ii) any resolution adopted by the Company's stockholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) to the Company's Knowledge, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets owned or otherwise required to be used by the Company to accomplish its ordinary course of the Sellerbusiness, is subject;
(c) cause any of except for such events as would not have (individually or in the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(daggregate) a Material Adverse Effect on the Company, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or otherwise required to be used by the Company to accomplish its ordinary course of business;
(ed) contraveneexcept for such events as would not have (individually or in the aggregate) a Material Adverse Effect on the Company, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) accelerate the maturity or performance of any such Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or;
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or otherwise required to be used by the Company to accomplish its ordinary course of business (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company); or
(f) to the Company's Knowledge, result in the Company being solicited to pay additional consideration in order to secure any required consent or approval hereunder. Except for the Required Company Stockholder Vote or as set forth in Part 2.18 of disclosed on the Company Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements or the consummation or performance of any of the Transactions.other agreements referred to in this Agreement, or
Appears in 1 contract
Samples: Merger Agreement (Mitokor)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements other agreement, document or instrument referred to in or contemplated by Sole Member and the Sellerthis Agreement, nor (2) the consummation of the Transaction or performance by the Seller and Sole Member of any of the Transactionsother transactions contemplated by this Agreement or any such other agreement, document or the sale and assignment of the Purchased Assets to Purchaserinstrument, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by the certificate Company’s shareholders or the Company’s board of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsCompany Contract, (ii) accelerate the maturity or performance of any Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or,
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. Except as set forth in Part 2.18 assets subject thereto or materially impair the operations of the Disclosure Schedule, neither the Seller nor the Sole Member Company). The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent (other than shareholder consent) from, any Person in connection with (x) the execution and execution, delivery or performance of this Agreement or any other agreement, document or instrument referred to in or contemplated by this Agreement, or (y) the consummation of any of the Transactional Agreements other transactions contemplated by this Agreement or the consummation contemplated by any other agreement, document or performance of any of the Transactionsinstrument referred to in or contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.20 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of VGI's certificate of formationincorporation or bylaws, operating agreement or other organizational documents (ii) any resolution adopted by VGI's stockholders, VGI's board of Seller; Asset Purchase Agreement, MTBC & RMB 14directors or any committee of VGI's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerVGI, or any of the assets of the Sellerowned or used by VGI, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller VGI or that otherwise relates to VGI's business or to any employee of the Sellerassets owned or used by VGI;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any material provision of any of Seller’s Contracts;
(f) VGI Contract or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch VGI Contract, (ii) accelerate the maturity or performance of any material provision of such VGI Contract, or (iii) cancel, terminate or modify any such VGI Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any of the Purchased Assets. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member will be required to make any filing with asset owned or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.used by VGI (except for minor liens that will
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither the execution, delivery or performance of the Disclosure Schedulethis Agreement or any other agreements, neither the execution and delivery of documents or instruments referred to or contemplated by this Agreement or any of the Transactional Agreements transactions contemplated by Sole Member and the Sellerthis Agreement or any other agreements, documents or instruments referred to or contemplated herein, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to PurchaserMerger, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the certificate Company's Shareholders or the Company's board of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modifymodify in any material respect, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsMaterial Contract, (ii) accelerate the maturity or performance of any Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. Except as set forth in Part 2.18 assets subject thereto or materially impair the operations of the Disclosure Schedule, neither the Seller nor the Sole Member Company). 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 and execution, delivery or performance of this Agreement or any other agreement, document or instrument referred to in or contemplated by this Agreement, or (y) the consummation of the Merger or any of the Transactional Agreements other transactions contemplated by this Agreement or contemplated by any other agreement, document or instrument referred to in or contemplated by this Agreement, except where the consummation failure to make such filing or performance of any of obtain such Consent has not had (and would not reasonably be expected to have) a Material Adverse Effect on the TransactionsCompany.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.20 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s certificate of incorporation or bylaws, or (ii) any resolution adopted by the Company’s stockholders, the certificate Company’s board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.20 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ipass Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and 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 Transactional Agreements transactions contemplated by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserthis Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's Articles of Association or Memorandum of Association, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any of Seller’s Contracts;
(f) Material Agreement that is or would constitute a Material Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Agreement, (ii) accelerate the maturity or performance of any Contractsuch Material Agreement, or (iii) cancel, terminate or modify any such ContractMaterial Agreement; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 (i) the execution and execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (ii) the consummation of any of the Transactional Agreements or the consummation or performance of any of the Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Terayon Communication Systems)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the certificate of formationincorporation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase Agreementthe Company, MTBC & RMB 14as amended, or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default underunder (or an event which with notice or lapse of time or both would become a default), any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Material Contract, (iii) accelerate the maturity or performance of any such Material Contract, or (iiiiv) cancel, terminate or modify any term of such Material Contract; or
(g) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.;
Appears in 1 contract
Samples: Merger Agreement (Compurad Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of timetime or both):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's Articles of Incorporation or bylaws, or (ii) any resolution adopted by the Company's stockholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement, or to exercise any remedy or obtain any relief under, under any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Material Contract, (ii) accelerate the maturity or performance of any such Material Contract, (iii) cancel, terminate or modify any such Material Contract, or (iv) object to the assignment of any Material Contract; or
(e) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) give any Person the right to (i) declare a default Company's Stock Option Plans or exercise any remedy under any of Seller’s Contracts, (ii) accelerate the maturity or performance of any Contract, or (iii) cancel, terminate or modify any such Contractoption agreements outstanding thereunder; or
(gf) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except Other than as set forth in listed on Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements or other agreements referred to in this Agreement, (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement, or (z) the assignment to, or assumption by, the Surviving Corporation of any Material Contract.
Appears in 1 contract
Samples: Merger Agreement (I Many Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.25 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement by Sole Member and the SellerCompany, nor (2) the consummation or performance by the Seller and Sole Member Company of the Combination or any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the certificate of formationincorporation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase Agreementany of the Company Entities, MTBC & RMB 14or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the Company Entities;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Combination or any of the Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which any of the SellerCompany Entities, or any of the assets owned or used by any of the SellerCompany Entities, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerCompany Entities or that otherwise relates to the business of any of the Company Entities or to any of the assets owned or used by any of the Company Entities;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Entity Contract that constitutes a Company Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Entity Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Entity Contract, (iii) accelerate the maturity or performance of any such Company Entity Contract, or (iiiiv) cancel, terminate or modify any term of such Company Entity Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Purchased Assets. Company Entities (except for 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 Entities).
(f) Except as set forth in Part 2.18 may be required by the Exchange Act, the DGCL and the NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus), none of the Disclosure ScheduleCompany Entities was, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement by the Company, or (y) the consummation by the Company of the Combination or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Specialized Health Products International Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
): (a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company Articles or Company Bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Sellerthe Company's board of directors; Asset Purchase Agreement, MTBC & RMB 14
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
; (c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Seller;
assets owned or used by the Company; (ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
or (ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) except as otherwise described in Part 2.21(d) of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. Except as set forth in Part 2.18 assets subject thereto or materially impair the operations of the Disclosure Schedule, neither the Seller nor the Sole Member Company). 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.29 of the Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements by Sole Member and the SellerAgreements, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company Charter, or (ii) any resolution adopted by the Company’s stockholders, the certificate Company’s board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the SellerCompany or any of the Effective Time Holders, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee Company Employee or that otherwise relates to the Business or to any of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s ContractsMaterial Contract;
(fe) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsMaterial Contract, (ii) accelerate the maturity or performance of any Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(gf) result in the imposition or creation of any Encumbrance upon or with respect to any of asset owned or used by the Purchased Assets. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the TransactionsCompany.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's certificate of incorporation or bylaws, or (ii) any resolution adopted by the Stockholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.25 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither (1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the SellerRelated Agreements, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, other transactions contemplated by this Agreement or the sale and assignment any of the Purchased Assets to PurchaserRelated Agreements, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s Constituent Documents;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement (other than the right to exercise appraisal rights under the DGCL) or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Order, writ, injunction, judgment or decree to which any of the SellerAcquired Corporations, or any of the assets owned, used or controlled by any of the SellerAcquired Corporations, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerAcquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned, used or controlled by the Acquired Corporations;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Acquired Corporations). Except for the filing of the Certificate of Merger and other than as set forth in Part 2.18 2.10(i) of the Company Disclosure Schedule, neither the Seller nor the Sole Member will be required no filing with, notice to make any filing with or give any notice to, or to obtain any Consent from, consent from any Person is required in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements Related Agreements, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement or any of the Related Agreements.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Subject to compliance with the applicable requirements of the Disclosure ScheduleHSR 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the SellerRelated Agreements, nor (b) the consummation of the Merger or performance by the Seller and Sole Member of any of the other Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company Constituent Documents;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a material conflict, violation or breach of, or result in a material default under, any provision of any of Seller’s Contracts;
(f) Material Company Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Company Contract, (ii) accelerate the maturity or performance of any such Material Company Contract, or (iii) cancel, terminate or modify any such Material Company Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth for those filings, notices or Consents disclosed in Part 2.18 2.20 of the Company Disclosure ScheduleSchedule (the “Company Consents”), neither the Seller nor the Sole Member will be required no filing with, notice to make any filing with or give any notice to, or to obtain any Consent from, from any Person is required in connection with (y) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements Related Agreements, or (z) the consummation of the Merger or performance of any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Replidyne Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.5 of the Company Disclosure Schedule, neither the execution execution, delivery and delivery performance of any this Agreement and the consummation of the Transactional Agreements by Sole Member and the Sellertransactions contemplated hereby do not, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof any of the terms, conditions or provisions of the certificate of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14Company Constituent Documents;
(b) contravene, conflict with or result in a violation ofof any Legal Requirement or any Order, writ, injunction, judgment or decree to which the Company or any of the assets owned, used or controlled 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 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 any Order Order, writ, injunction, judgment or decree to which the Seller, Company or any of the assets of owned, used or controlled by the Seller, Company is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a 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 Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any modify such Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerAuthorization;
(ed) 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 or any of Seller’s Contracts;
(f) the assets owned, used or controlled by the Company is subject, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) accelerate the maturity or performance of any Contract, such Material Contract or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any of asset owned or used by the Purchased AssetsCompany. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member will be required to make any filing The Company has complied with or give any notice to, or to obtain any Consent from, any Person all applicable Legal Requirements and Orders in connection with the execution 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 Transactional Related Agreements by the Company, the consummation of the transactions contemplated hereby and thereby by the Company or the consummation or performance of any conduct of the Transactionsbusiness of the Company in the same manner immediately after the Closing Date as before the Closing Date.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 on Section 2.22 of the Company Disclosure Schedule, neither the execution and delivery of any of this Agreement or the other Transactional Agreements by Sole Member and to which the SellerCompany, a Stockholder, or a Key Employee is a party, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s certificate of incorporation or bylaws, or (ii) any resolution adopted by the Stockholders, the certificate Company’s board of formationdirectors or any committee of the Company’s board of directors, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14if any;
(b) to the knowledge of the Company, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, 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 Purchased Assets assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(de) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee of its employees or that otherwise relates to the Company’s business or to any of the Sellerassets owned or used by the Company;
(ef) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s the Company Contracts;
(fg) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsCompany Contract, (ii) accelerate the maturity or performance of any Company Contract, or (iii) cancel, terminate or modify any 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 in favor of any Person, in any such Contractcase as a result of the change in control of the Company or otherwise resulting from the Transactions; or
(gi) result in the imposition or creation of any Encumbrance upon or with respect to any of asset owned or used by the Purchased AssetsCompany. Except as set forth in Part 2.18 Section 2.22 of the Company Disclosure Schedule, neither the Seller nor the Sole Member Company 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 of this Agreement and the other Transactional Agreements or the consummation or performance of any of the Transactions. 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 be made, given or obtained 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. Except as set forth in Part 2.18 (a) Subject to compliance with obtaining the Required Company Stockholder Vote and the filing of the Disclosure ScheduleCertificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, neither (x) the execution and execution, delivery or performance of any this Agreement by the Company, nor (y) the consummation of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, the certificate of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, or any of the assets of the Seller, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(di) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents;
(ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order by which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject;
(iii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee of the Sellerits Subsidiaries;
(eiv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any of Seller’s ContractsCompany Material Contract, (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (C) accelerate the maturity or performance of any Contract, Company Material Contract or (iiiD) cancel, terminate or modify any such term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or
(gv) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances).
(b) Except for (i) the Required Company Stockholder Vote, (ii) the filing of the Purchased Assets. Except as set forth in Part 2.18 Certificate of Merger with the Secretary of State of the Disclosure ScheduleState 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 Seller Company nor the Sole Member 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 execution execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions.
(c) 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 similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements or any of the Transactional Agreements or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.24 of the Company Disclosure Schedule, neither (i) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (ii) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the provisions of the certificate of formationincorporation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company or any of its Subsidiaries;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract, (iii) accelerate the maturity or performance of any such Company Contract, or (iiiiv) cancel, terminate or modify any term of such Company Contract; or;
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for liens that will not, in any case or in the aggregate have a Material Adverse Effect); or
(f) result in the disclosure or delivery to any Person (other than Parent or Merger Sub) of the Purchased Assetssource code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in or relating to any source code, of any material Company Intellectual Property Right, or the transfer of any material asset of the Company to any Person (other than Parent or Merger Sub). Except as may be required by the DGCL or as set forth in Part 2.18 2.24 of the Company Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure Schedule, neither (a) Neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the SellerTransaction Document, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation ofof (A) any of the provisions of the memorandum of association, articles of association, articles of incorporation or bylaws, or similar organizational documents, of the certificate Company or any Company Subsidiary, or (B) any resolution adopted by the stockholders or board of formation, operating agreement directors of the Company or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14any Company Subsidiary;
(bii) contravene, conflict with or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order of Law to which the Seller, Company or any Company Subsidiary or any of the assets of owned or used by the Seller, is Company or any Company Subsidiary are subject;
(ciii) cause the Company or any of Company Subsidiary to become subject to, or to become liable for the Purchased Assets to be reassessed or revalued by payment of, any taxing authority or other Governmental BodyTax;
(div) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee Company Subsidiary or any of their respective employees or that otherwise relates to the business of the SellerCompany or any Company Subsidiary, or to any of the assets owned or used by the Company or any Company Subsidiary;
(ev) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contractsthe Material Company Contracts or any other Company Contract (if such contravention, conflict, violation, breach or default has or could reasonably be expected to have a Material Adverse Effect on the Company or any Company Subsidiary);
(fvi) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsCompany Contract, (ii) accelerate the maturity or performance of any Company Contract, or (iii) cancel, terminate or modify any Company Contract;
(vii) give any Person the right to any payment by the Company or any Company Subsidiary 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 or any Company Subsidiary in favor of any Person, in any such Contractcase as a result of the change in control of the Company or such Company Subsidiary, or otherwise resulting from the Transactions; or
(gviii) result in the imposition or creation of any Encumbrance Lien upon or with respect to any asset owned or used by the Company or any Company Subsidiary.
(b) Neither the Company nor any of the Purchased Assets. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member will be Company Subsidiaries is 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 this Agreement or any of the Transactional Agreements other Transaction Documents or the consummation or performance of any of the Transactions.
Appears in 1 contract
Samples: Subscription and Exchange Agreement (Razorfish Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither neither: (1) the execution and 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 Agreements by Sole Member and the Seller, Documents); nor (2) the consummation or performance by the Seller and Sole Member of any of the Transactionstransactions contemplated by this Agreement or any such other agreement, document or the sale and assignment of the Purchased Assets to Purchaserinstrument, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of any Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, board of directors or any committee of the certificate board of formation, operating agreement or other organizational documents directors of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Seller, Company or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, such Company Contract; (ii) accelerate the maturity or performance of any such Company Contract, ; or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither the Seller nor Company is not and the Sole Member Company 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 with: (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement; or (y) the consummation or performance of any of the Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Silicon Graphics International Corp)
Non-Contravention; Consents. Except as set forth disclosed in Part 2.18 3.20 of the Disclosure Schedule, neither (1) the execution and execution, delivery of any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member Company of this Agreement or any of the Transactionsother agreements referred to in this Agreement, or nor (2) the sale and assignment consummation of the Purchased Assets to PurchaserMerger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. Except as set forth in Part 2.18 assets subject thereto or materially impair the operations of the Disclosure Schedule, neither the Seller nor the Sole Member Company). 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 and execution, delivery or performance by the Company of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation by the Company of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) accelerate the maturity or performance of any such Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Zitel Corp)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither the execution, delivery or performance of the Disclosure Schedulethis Agreement or any other agreements, neither the execution and delivery of documents or instruments referred to or contemplated by this Agreement or any of the Transactional Agreements transactions contemplated by Sole Member and the Sellerthis Agreement or any other agreements, documents or instruments referred to or contemplated herein, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to PurchaserMerger, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the certificate Company's Shareholders or the Company's board of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsCompany Contract, (ii) accelerate the maturity or performance of any Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. Except as set forth in Part 2.18 assets subject thereto or materially impair the operations of the Disclosure Schedule, neither the Seller nor the Sole Member Company). 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 and execution, delivery or performance of this Agreement or any other agreement, document or instrument referred to in or contemplated by this Agreement, or (y) the consummation of the Merger or any of the Transactional Agreements other transactions contemplated by this Agreement or the consummation contemplated by any other agreement, document or performance of any of the Transactionsinstrument referred to in or contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, ------------------------------------- delivery or performance of this Agreement, nor (2) the Disclosure Schedule, neither the execution and delivery consummation of any of the Transactional Agreements transactions contemplated by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserthis Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) 5.20.1. contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's charter documents, or (ii) any resolution adopted by the Company's stockholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) 5.20.2. contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) 5.20.3. contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(e) 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 of Seller’s Contracts;
(f) Material Agreement that is or would constitute a Material Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Agreement, (ii) accelerate the maturity or performance of any Contractsuch Material Agreement, or (iii) cancel, terminate or modify any such ContractMaterial Agreement; or
(g) 5.20.5. result in the imposition or creation of any Lien or Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 for the Georgia Certificate of Merger, the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of any of the Transactional Agreements transactions contemplated by this Agreement, other than such filings or Consents that the consummation or performance lack of any of which can not be reasonably expected to have a Material Adverse Effect on the TransactionsCompany and the Merger.
Appears in 1 contract
Samples: Merger Agreement (Viryanet LTD)
Non-Contravention; Consents. Except as set forth in Part 2.18 4.4 of the Parent Disclosure Schedule, neither the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Parent’s Certificate of Incorporation or bylaws, or (ii) any resolution adopted by the certificate Parent’s board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Parent’s board of directors or by Parent’s stockholders;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerParent, or any of the assets of the Sellerowned or used by Parent, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Parent or that otherwise relates to Parent’s business or to any employee of the Sellerassets owned or used by Parent;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) material Contract to which Parent is a party or by which it is bound, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Contract, (ii) accelerate the maturity or performance of any such Contract, or (iii) cancel, terminate or modify any such Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of Parent). Except as set forth in Part 2.18 4.4 of the Parent Disclosure Schedule, neither the Seller nor the Sole Member Parent 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement by Sole Member and the SellerParent, nor (2) the consummation by Parent of the Combination or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the certificate of formationincorporation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase AgreementParent, MTBC & RMB 14or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Combination or any of the Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerParent Entities, or any of the assets of owned or used by the SellerParent Entities, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Parent Entities or that otherwise relates to the business of any employee of the SellerParent Entities or to any of the assets owned or used by the Parent Entities;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Parent Contract that constitutes a Parent Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Parent Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Parent Contract, (iii) accelerate the maturity or performance of any such Parent Contract, or (iiiiv) cancel, terminate or modify any term of such Parent Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Parent Entities (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. assets subject thereto or materially impair the operations of any of the Parent Entities).
(f) Except as set forth in Part 2.18 of may be required by the Disclosure ScheduleExchange Act, neither the Seller nor DGCL, or regulation and the Sole Member NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus), the Parent Entities were not, are 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement by the Parent Entities, or (y) the consummation by Parent of the Combination or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Specialized Health Products International Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. Except as set forth in Part 2.18 assets subject thereto or materially impair the operations of the Disclosure Schedule, neither the Seller nor the Sole Member Company). 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s certificate of incorporation or bylaws, or (ii) any resolution adopted by the Company’s stockholders, the certificate Company’s board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) except as set forth in Part 2.21(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Company Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsMaterial Company Contract, (ii) accelerate the maturity or performance of any Material Company Contract, or (iii) cancel, terminate or modify any such Material Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth described in Part 2.18 of Section 2.22 and Section 4.3, the Disclosure Schedule, neither the Seller nor the Sole Member 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 (i) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (ii) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Sbe Inc)
Non-Contravention; Consents. Except Subject to obtaining the Required Company Shareholder Vote, the filing of the Articles of Merger required by the DGCL and the KCL as the case may be and obtaining the Consents set forth in Part 2.18 on Section 3.5 of the Company Disclosure Schedule, neither (x) the execution and execution, delivery or performance of any this Agreement by the Company, nor (y) the consummation of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s Organizational Documents;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject, except as would not reasonably be expected to be material to the Company or its business;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company, or require any employee of the Seller;notice to or Consent by any Governmental Body or third party.
(ed) contravene, conflict with or result in a violation or breach of, or result in a default or require any notice or Consent under, any provision of any of Seller’s Contracts;
(f) Company Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, Company Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iii) accelerate the maturity or performance of any Company Contract, ; or (iiiiv) cancel, terminate or modify any such term of any Company Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any of asset owned or used by the Purchased Assets. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the TransactionsCompany (except for Permitted Encumbrances).
Appears in 1 contract
Samples: Merger Agreement (Orgenesis Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the certificate Company's shareholders or the Company's board of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsCompany Contract, (ii) accelerate the maturity or performance of any Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Caere Corp)
Non-Contravention; Consents. Except as set forth in Part 2.18 Subject to obtaining the Required Company Stockholder Vote, the filing of the Disclosure ScheduleCertificates of Merger required by the DGCL and the DLLCA, and the filing of the Certificate of Designation, neither (x) the execution and execution, delivery or performance of any this Agreement by the Company, nor (y) the consummation of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s Organizational Documents;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any Order order, writ, injunction, judgment or decree to which the SellerCompany or its Subsidiary, or any of the assets of owned or used by the SellerCompany or its Subsidiary, is subject, except as would not reasonably be expected to be material to the Company or its business;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company, except as would not reasonably be expected to be material to the Company or any employee of the Sellerits business;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract, ; or (iiiiv) cancel, terminate or modify any such term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any of asset owned or used by the Purchased AssetsCompany (except for Permitted Encumbrances). Except as for (i) any Consent set forth in Part 2.18 Section 2.5 of the Company Disclosure ScheduleSchedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL an DLLCA, (iv) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL 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 Seller Company nor the Sole Member will be its Subsidiary is required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (A) the execution execution, 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 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 Lock-Up Agreements or any of the Transactional Agreements or the consummation or performance of any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (BiomX Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to PurchaserMerger, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of any of the certificate provisions of formation, operating agreement or other organizational documents the Company’s Articles of Seller; Asset Purchase Agreement, MTBC & RMB 14Incorporation;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree applicable to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Agreement, (ii) accelerate the maturity or performance of any Contractsuch Material Agreement, or (iii) cancel, terminate or modify any such ContractMaterial Agreement; or (iv) receive notice of the transaction; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any of asset owned or used by the Purchased AssetsCompany. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent (as defined in Exhibit A) from, any Person in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation or performance of any of the TransactionsMerger.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.22 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the certificate of formationincorporation or bylaws (or similar organizational documents) of the Company, operating agreement or other organizational documents (ii) any resolution adopted by the stockholders of Seller; Asset Purchase Agreementthe Company, MTBC & RMB 14the board of directors of the Company or any committee of the board of directors of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.22 of the Company Disclosure ScheduleSchedule and except for the Required Vote and the filing of the Certificate of Merger, neither the Seller Company is not, nor the Sole Member will be it 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure Scheduledisclosed on Schedule 2.3, neither the execution and nor delivery of any of the Transactional Agreements by Sole Member and the Sellerthis Agreement, nor the consummation or performance by the Seller and Sole Member of any of the Transactionstransactions contemplated hereby, or the sale and assignment of the Purchased Assets to Purchaserwill, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii)any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) To the Knowledge of the Company contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief that would have a material adverse effect on the conduct of the Company's business or on the Company's financial condition under, any Legal Requirement or any Order to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause the Company to become subject to, or to become liable for the payment of, any Tax that would have a material adverse effect on the conduct of the Company's business or on the Company's financial condition;
(d) cause any of the Purchased Assets assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(de) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ef) contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any of Seller’s the Contracts;
(fg) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsContract, (ii) accelerate the maturity or performance of any Contract, or (iii) cancel, terminate or modify any such Contract; or;
(gh) 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 contemplated hereby and that would have a material adverse effect on the conduct of the Company's business or on the Company's financial condition;
(i) result in the imposition or creation of any Encumbrance upon or with respect to any of asset owned by the Purchased AssetsCompany. Except as set forth in Part 2.18 of disclosed on Schedule 2.3, the Disclosure ScheduleCompany was not, neither the Seller nor the Sole Member 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 the execution and delivery of any of the Transactional Agreements Agreement or the consummation or performance of any of the Transactionstransactions contemplated hereby which filing notice or Consent has not already been sent or obtained as the case may be.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wd 40 Co)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's Articles of Incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) to the best knowledge of the Company and the Shareholders, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(e) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) give any Person the right to (i) declare a default Company's Stock Option Plan or exercise any remedy under any of Seller’s Contracts, (ii) accelerate the maturity or performance of any Contract, or (iii) cancel, terminate or modify any such Contractoption agreements outstanding thereunder; or
(gf) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any of asset owned or used by the Purchased Assets. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member Company (except for minor liens that 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 execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.not,
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the The execution and delivery by the Company of any this Agreement and the other Transactional Agreements, and the consummation of the Transactional Agreements by Sole Member Merger and the SellerRelated Transactions, nor the consummation or performance by the Seller and Sole Member of any of the TransactionsCompany shall not, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) the certificate Company's Articles of formation, operating agreement Incorporation or other organizational documents Bylaws or (ii) any resolution adopted by the Company Board or any committee thereof or the shareholders of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company;
(b) to the knowledge of the Company, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the Transactions Related Transaction or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any Order to which the Seller, Company or any of the assets of the Seller, is owned or used by it are subject;
(c) to the knowledge of the Company, cause any of assets owned or used by the Purchased Assets Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) to the knowledge of the Company, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee of its employees or that otherwise relates to the Company's business or to any of the Sellerassets owned or used by the Company;
(e) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s ContractsCompany Contract;
(f) give any Person the right to (i) declare a default any payment by the Company or exercise give rise to any remedy under any acceleration or change in the award, grant, vesting or determination of Seller’s Contractsoptions, (ii) accelerate the maturity warrants, rights, severance payments or performance other contingent obligations of any Contractnature whatsoever of the Company in favor of any Person, or (iii) cancel, terminate or modify in any such Contractcase as a result of the change in control of the Company or otherwise resulting from the Merger or the Related Transactions; or
(g) result in the imposition or creation of any Encumbrance encumbrance upon or with respect to any asset owned or used by the Company. Other than the filing of the Purchased Assets. Except as set forth in Part 2.18 Agreement of Merger with the Secretary of State of the Disclosure ScheduleState of California and the filing required by Section 25103 of the California Corporate Securities Law of 1968, neither as amended, the Seller nor the Sole Member will Company shall 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 of this Agreement and the other Transactional Agreements or the consummation or performance of any of the Merger and the Related Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's Articles of Incorporation or bylaws, or (ii) any resolution adopted by the Company's Shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Titan Corp)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any Contract, such Company Contract or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Graphon Corp/De)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the certificate of formationincorporation or bylaws of the Company or (ii) any resolution adopted by the stockholders of the Company, operating agreement the board of directors of the Company or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the board of directors of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any Contract, such Company Contract or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither the Seller Company is not nor the Sole Member will be be, required to make any filing with with, or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Internap Network Services Corp/Wa)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactionsother transactions contemplated by this Agreement, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):will:
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the certificate of formationincorporation (as amended and restated pursuant to Section 1.8), operating agreement or other organizational documents bylaws of Seller; Asset Purchase Agreementthe Company, MTBC & RMB 14or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee Company that relates to the business of the SellerCompany or to any of the material assets owned by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Contract involving over $50,000 in any instance, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Material Contract, (iii) accelerate the maturity or performance of any such Material Contract, or (iiiiv) cancel, terminate or modify any term of any such Material Contract; or;
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company; or
(f) result in the disclosure or delivery to any escrowholder or other Person of any Company Source Code, or the transfer of any material asset of the Purchased AssetsCompany to any Person. Except as may be required by the DGCL and except as set forth in Part 2.18 2.21 of the Disclosure Schedule, the Company neither the Seller was, nor the Sole Member will be be, required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other transactions contemplated by this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 To the Knowledge of the Disclosure ScheduleCompany and the Sole Shareholder, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Sole Shareholder, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.25 of the Disclosure Schedule, neither to the Seller nor knowledge of the Company and the Sole Member Shareholder, 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.27 of the Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements by Sole Member and the SellerAgreements, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of Digitrans' articles of incorporation or bylaws, the certificate or (ii) any resolution adopted by Digitrans' shareholders, Digitrans' board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14Digitrans' board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Digitrans or the SellerSelling Shareholder, or any of the assets of the Sellerowned or used by Digitrans, is subject;
(c) cause any of the Purchased Assets assets owned or used by Digitrans to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Digitrans or any employee of its employees or that otherwise relates to Digitrans' business or to any of the Sellerassets owned or used by Digitrans;
(e) contravene, conflict with or result in a violation or breach of, or result in a default under, any material provision of any of Seller’s ContractsDigitrans Contract;
(f) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsDigitrans Contract, (ii) accelerate the maturity or performance of any Digitrans Contract, or (iii) cancel, terminate or modify any such Digitrans Contract; or
(g) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assetsasset owned or used by Digitrans. Except as set forth in Part 2.18 2.27 of the Disclosure Schedule, neither the Seller Digitrans nor the Sole Member Selling Shareholder 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 the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Terayon Communication Systems)
Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure Schedule, neither Neither the execution and delivery of any of this Agreement or the other Transactional Agreements by Sole Member and the SellerAgreements, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Articles of Incorporation or Bylaws of the Company or any of its subsidiaries, or (ii) any resolution adopted by the shareholders of the Company or any of its subsidiaries, the certificate Board of formation, operating agreement Directors of the Company or other organizational documents any of Seller; Asset Purchase Agreement, MTBC & RMB 14its subsidiaries or any committee of the Board of Directors of the Company or any of its subsidiaries;
(b) to the Knowledge of the Company, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the SellerCompany and its subsidiaries, or any of the assets owned or used by the Company or any of its subsidiaries, is subject (assuming approval under the HSR Act and by the shareholders of the Seller, is subjectCompany);
(c) to the Knowledge of the Company, cause the Company or any of its subsidiaries to become subject to, or to become liable for the payment of, any Tax;
(d) to the Knowledge of the Company, cause any of the Purchased Assets assets owned or used by the Company or any of its subsidiaries to be reassessed or revalued by any taxing authority or other Governmental Body;
(de) to the Knowledge of the Company, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee of its subsidiaries or any of its employees or that otherwise relates to the Company's or any of its subsidiaries' business or to any of the Sellerassets owned or used by the Company or any of its subsidiaries;
(ef) contravene, conflict with or result in a violation or breach of, or result in a default under, any material provision of any of Seller’s the Material Contracts;
(fg) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsMaterial Contract, (ii) accelerate the maturity or performance of any Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or;
(gh) give any Person the right to any payment (including salary, bonus or other severance pay) by the Company or any of its subsidiaries 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 or any of its subsidiaries in favor of any Person, in any such case as a result of the change in control of the Company or any of its subsidiaries or otherwise resulting from the Transactions, including any rights or benefits to be received by a Person upon his or her termination of employment, except as otherwise described in Section 4.22(h) of the Disclosure --------------- Schedule, which sets forth for each such Person an accurate summary of the rights or benefits that will be received by such Person as a result of the change in control of the Company or any of its subsidiaries or otherwise resulting from the Transactions, including any rights or benefits to be received by a Person upon his or her termination of employment;
(i) to the Knowledge of the Company, result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or any of its subsidiaries; or
(j) result in the creation of any benefit or entitlement, related to employment or otherwise, to be received by any employee of any of the Purchased AssetsCompany's subsidiaries. Except as set forth in Part 2.18 of the Disclosure Schedule, neither the Seller nor the Sole Member The Company and its subsidiaries 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 of this Agreement and the other Transactional Agreements or the consummation or performance of any of the Transactions.Transactions other than those noted in Section 4.22 of the Disclosure Schedule. ------------
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(1) the execution, delivery or performance of this Agreement or any of the Disclosure Scheduleother agreements referred to in this Agreement, neither nor (2) the execution and delivery consummation of any of the Transactional Agreements Transactions contemplated by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserthis Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's Shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or;
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. Except as set forth in Part 2.18 assets subject thereto or materially impair the operations of the Disclosure Schedule, neither Company); or
(f) result in the Seller nor the Sole Member will be required to make any filing with imposition or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery creation of any of lien or other Encumbrance upon or with respect to the Transactional Agreements Company Common Stock (except for minor liens that will not, in any case or in the consummation or performance of any of aggregate, materially detract from the Transactionsvalue thereof).
Appears in 1 contract
Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure ScheduleSchedule delivered to SMC and RCT in connection with the Stock Purchase Agreement, neither (1) the execution and execution, delivery or performance of any this Agreement, nor (2) the consummation of the Transactional Agreements transactions contemplated by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserthis Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s Restated Certificate or bylaws, or (ii) any resolution adopted by the Company’s shareholders, the certificate Company’s board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsMaterial Contract, (ii) accelerate the maturity or performance of any Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure ScheduleSchedule delivered to SMC and RCT in connection with the Stock Purchase Agreement, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement, or (y) the consummation of any of the Transactional Agreements or the consummation or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.20 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of any this Agreement, nor (2) the consummation of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to PurchaserMerger, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s articles of incorporation or bylaws, or (ii) any resolution adopted by the Company’s stockholders, the certificate Company’s board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subjectsubject which would have a Material Adverse Effect;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for Permitted Encumbrances and minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.20 of the Disclosure ScheduleSchedule and the filings with the Secretary of State of Nevada and Delaware, neither the Seller nor the Sole Member 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 and execution, delivery of any of the Transactional Agreements or the consummation or performance of any this Agreement, or (y) the consummation of the TransactionsMerger.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.25 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement by Sole Member and the SellerCompany, nor (2) the consummation or performance by the Seller and Sole Member Company of the Combination or any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(aA) contravene, conflict with or result in a violation of, of (i) any of the provisions of the certificate of formationincorporation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase Agreementany of the Company Entities, MTBC & RMB 14or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the Company Entities;
(bB) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Combination or any of the Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which any of the SellerCompany Entities, or any of the assets owned or used by any of the SellerCompany Entities, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(dC) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerCompany Entities or that otherwise relates to the business of any of the Company Entities or to any of the assets owned or used by any of the Company Entities;
(eD) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Entity Contract that constitutes a Company Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Entity Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Entity Contract, (iii) accelerate the maturity or performance of any such Company Entity Contract, or (iiiiv) cancel, terminate or modify any term of such Company Entity Contract; or
(gE) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Purchased Assets. Company Entities (except for 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 Entities).
(F) Except as set forth in Part 2.18 may be required by the Exchange Act, the DGCL and the NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus), none of the Disclosure ScheduleCompany Entities was, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement by the Company, or (y) the consummation by the Company of the Combination or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Med-Design Corp)
Non-Contravention; Consents. Except as set forth under the caption "Consents" in Part 2.18 of the DCI Disclosure ScheduleLetter, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's or any Subsidiary's Articles of Incorporation or Bylaws, or (ii) any resolution adopted by the Company's or any Subsidiary's shareholders, the certificate Company's or any Subsidiary's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14such board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body governmental authority or other Person person or entity the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany or any Subsidiary, or any of the assets of owned or used by the SellerCompany or any Subsidiary, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body governmental authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization governmental permit or authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee Subsidiary or that otherwise relates to the Company's business or to any of the Sellerassets owned or used by the Company or any Subsidiary;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) contract or agreement to which the Company or any Subsidiary is a party, or give any Person person or entity the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch contract or agreement, (ii) accelerate the maturity or performance of any Contractsuch contract or agreement, or (iii) cancel, terminate or modify any such Contractcontract or agreement; or
(ge) result in the imposition or creation of any Encumbrance lien or other encumbrance upon or with respect to any asset owned or used by the Company or any Subsidiary (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth under the caption "Consents" in Part 2.18 of the DCI Disclosure ScheduleLetter, neither the Seller nor the Sole Member Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent consent from, any Person person or entity in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 (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 Disclosure ScheduleCertificate of Merger required by the DGCL, neither (x) the execution and execution, delivery or performance of any this Agreement by the Company, nor (y) the consummation of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, the certificate of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, or any of the assets of the Seller, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(di) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents;
(ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order by which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject;
(iii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee of the Sellerits Subsidiaries;
(eiv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any of Seller’s ContractsCompany Material Contract, (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (C) accelerate the maturity or performance of any Contract, Company Material Contract or (iiiD) cancel, terminate or modify any such term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or
(gv) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances).
(b) Except for (i) the Required Company Stockholder Vote, (ii) the filing of the Purchased Assets. Except as set forth in Part 2.18 Certificate of Merger with the Secretary of State of the Disclosure ScheduleState 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 Seller Company nor the Sole Member 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 execution execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions.
(c) 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 similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements or any of the Transactional Agreements or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Assuming compliance with the applicable provisions of the SDBCA, and except as disclosed on Part 3.3 of the Company Disclosure Schedule, neither (1) the execution and delivery of this Agreement by the Company, nor (2) the consummation of the Merger or any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the other Contemplated Transactions, or the sale and assignment of the Purchased Assets to Purchaserwould reasonably be expected to, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of of any of the Company Governing Documents; or (ii) any resolution adopted by the shareholders, the certificate Board of formation, operating agreement Directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Board of Directors of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
Material Company Contract (f) as defined in Section 3.14(b)), or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, such Material Company Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Material Company Contract; (iii) accelerate the maturity or performance of any such Material Company Contract, ; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of such Material Company Contract; or;
(ge) result in the imposition or creation of any Encumbrance upon or with respect to any tangible or intangible asset owned or used by the Company (except for the Company Permitted Encumbrances); or
(f) result in the transfer of any asset of the Purchased AssetsCompany to any Person. Except as set forth in Part 2.18 of may be required by the Disclosure ScheduleSecurities Act, neither Exchange Act, state securities laws, the Seller nor Company Governing Documents and the Sole Member SDBCA, the Company 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 with: (x) the execution and execution, delivery or performance of this Agreement; or (y) the consummation of the Merger or any of the Transactional Agreements or the consummation or performance of any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Raven Industries Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure Schedule(a) The execution, neither the execution delivery and delivery of any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and, to the extent applicable, any Company Subsidiary, of this Agreement and Sole Member of any the Ancillary Agreements to which it is a party, and the consummation of the Transactions, or the sale do not and assignment of the Purchased Assets to Purchaser, will directly or indirectly not: (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of, the certificate of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, or any of the assets of the Seller, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the Seller;
(e) contravene, conflict with or result in a violation or breach of any provision of the certificate of formation, operating agreement or any organizational documents of the Seller, the Company or any Company Subsidiary; (ii) subject to the filings and other matters referred to in Section 3.04(b), result in a violation or breach of any provision of any Law or Governmental Order applicable to the Seller or the Company or any Company Subsidiary; or (iii) assuming receipt of the filings, consents and approvals set forth in Section 3.04 of the Seller Disclosure Letter, require the consent, notice or other action by any Person under, result in a violation or breach of, constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under or result in the acceleration of any obligation under, or give to any Person any rights of termination, acceleration or cancellation of, or loss of any benefit under any provision of, or result in a default under, any provision of any of Seller’s Contracts;
(f) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contracts, (ii) accelerate the maturity or performance of any Contract, or (iii) cancel, terminate or modify any such Contract; or
(g) result in the imposition or creation of any Encumbrance upon or with respect to (other than a Permitted Encumbrance) on any of the Purchased Assets. Except as set forth in Part 2.18 assets, properties or equity interests of the Disclosure ScheduleSeller or the Company or any Company Subsidiary pursuant to, neither any Material Contract, Permit or any note, bond, loan or credit agreement, mortgage or indenture to which the Seller nor or the Sole Member will Company or any Company Subsidiary is a party or by which any of them or any of their respective properties, assets or equity interests is bound or subject, except, in the case of this clause (iii), for any such actions, breaches, defaults, terminations, accelerations, cancellations, losses or creations that, individually or in the aggregate, would not reasonably be expected to be material to the Company or to prevent or delay beyond the Outside Date the ability of the Seller to consummate the Transactions.
(b) Other than (i) the Closing Governmental Approvals; (ii) any filings required to be made under the HSR Act; and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws, none of the Seller, the Company or any Company Subsidiary is required to make file, seek or obtain any filing with or give any notice toconsent, approval, Permit, or to obtain Governmental Order of or with any Consent from, any Person Governmental Authority in connection with the execution and execution, delivery or performance by the Seller of this Agreement, or any of the Transactional Ancillary Agreements to which it is a party, or the consummation or performance of any of the Transactions, except such consents, approvals, Permits or Governmental Orders which, individually or in the aggregate, would not reasonably be expected to be material to the Company or prevent or delay beyond the Outside Date the ability of the Seller to consummate the Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 Schedule 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements identified as an exhibit to this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) accelerate the maturity or performance of any such Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 Schedule 2.21 of the Disclosure ScheduleSchedule and as provided elsewhere herein, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
Non-Contravention; Consents. Except as set forth Subject in Part 2.18 the case of the Disclosure ScheduleMerger to the adoption of this Agreement by the holders of the Company Common Stock (if necessary), neither (i) the execution and execution, delivery or performance of this Agreement, nor (ii) the consummation by the Company of the Offer, the Merger or any of the Transactional Agreements other transactions contemplated by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserthis Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the articles or certificate of incorporation or formation, operating agreement bylaws or other charter or organizational documents of Seller; Asset Purchase Agreementany of the Company or its Subsidiaries, MTBC & RMB 14or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the Company or its Subsidiaries;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Offer, the Merger or any of the Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any Order order, writ, injunction, judgment or decree to which any of the SellerCompany or its Subsidiaries, or any of the assets owned or used by any of the SellerCompany or its Subsidiaries, is subject, in each case excluding as a result or pursuant to any Excluded Laws;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the SellerCompany or its Subsidiaries or that otherwise relates to the business of any of the Company or its Subsidiaries or to any of the assets owned or used by any of the Company or its Subsidiaries, in each case excluding as a result or pursuant to any Excluded Laws;
(ed) except as set forth in Section 3.25 of the Company Disclosure Letter, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Specified Contract to which any of Seller’s Contracts;
(f) the Company or its Subsidiaries is a party or is bound, or give any Person the right to (i) declare a default (or give rise to any right of termination, amendment, cancellation or acceleration) or exercise any remedy under any of Seller’s Contractssuch Specified Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Specified Contract, (iii) accelerate the maturity or performance of any such Specified Contract, or (iiiiv) cancel, terminate or modify any term of such Specified Contract; or, in each case in this clause (d) other than any such matter or matters that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect;
(ge) result in the imposition or creation of any material Encumbrance upon or with respect to any Asset owned or used by any of the Purchased AssetsCompany or its Subsidiaries (except Permitted Encumbrances); or
(f) result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any source code for or relating to any past, present or future product of any of the Acquired Companies or any portion or aspect of such source code of any of the Acquired Companies, in each case other than any such matter or matters that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Part 2.18 may be required by the Exchange Act and the DGCL, any antitrust law or regulation including the HSR Act and the NASD Bylaws (collectively, the "Excluded Laws"), none of the Disclosure ScheduleCompany or its Subsidiaries was, neither the Seller nor the Sole Member is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Authority in connection with (x) the execution and execution, delivery or performance of this Agreement by the Company, or (y) the consummation by the Company of the Offer, the Merger or any of the Transactional Agreements or the consummation or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Caminus Corp)
Non-Contravention; Consents. Except as set forth in Part 2.18 3.12 of the Parent Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of Parent's certificate of formationincorporation or bylaws, operating agreement or other organizational documents (ii) any resolution adopted by Parent's stockholders, Parent's board of Seller; Asset Purchase Agreement, MTBC & RMB 14directors or any committee of Parent's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerParent, or any of the assets of the Sellerowned or used by Parent, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Parent or that otherwise relates to Parent's business or to any employee of the Sellerassets owned or used by Parent;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Parent Contract that is or would constitute a material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Parent Contract, (ii) accelerate the maturity or performance of any such Parent Contract, or (iii) cancel, terminate or modify any such Parent Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of Parent). Except as set forth in Part 2.18 3.12 of the Parent Disclosure Schedule, neither the Seller nor the Sole Member Parent 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) accelerate the maturity or performance of any such Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither and except as may be required by the Seller nor HSR Act and the Sole Member CGCL, 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements or the consummation or performance of any of the Transactions.other agreements
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):);
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's Articles of Incorporation or by laws, or (ii) any resolution adopted by the certificate Company's board of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement, except for the filing of the Merger Agreement with the Delaware Secretary of State and Agreement of Merger with the California Secretary of State.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement, other than the shareholders of the Company in accordance with Washington Business Corporation Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither neither: (1) the execution and execution, delivery of any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member Company of this Agreement or any of the Transactionsother agreements, documents or instruments referred to in this Agreement; nor (2) the sale and assignment consummation by the Company of the Purchased Assets to Purchasertransactions contemplated by this Agreement or any such other agreement, document or instrument, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of any Charter Documents of the Company or Residential Mortgage; or (ii) any resolution adopted by the members, managers or management committees (or similar governing bodies) of the certificate of formation, operating agreement Company or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14Residential Mortgage;
(b) contravene, conflict with or result in a material violation of, or give any Governmental Body Entity or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, Company Parties or any of the assets of owned or used by the SellerCompany Parties, is subject;
(c) cause any of the Purchased 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 Body Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company Parties or any employee that otherwise relates to the business of the SellerCompany Parties’ or to any of the assets owned or used by the Company Parties;
(ed) contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any of Seller’s Contracts, such Company Contract; (ii) accelerate the maturity or performance of any such Company Contract, ; or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company Parties (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company Parties). Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither the Seller nor the Sole Member Company Parties are 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 with: (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements, documents or instruments referred to in this Agreement; or (y) the consummation or performance of any of the Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. (a) Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither neither: (1) the execution execution, delivery or performance of this Agreement or any Ancillary Agreements by the Company and delivery its Subsidiaries; nor (2) the consummation of the Merger or any of the Transactional Agreements other transactions contemplated by Sole Member and the Seller, nor the consummation this Agreement or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to PurchaserAncillary Agreement, will directly or indirectly (with or without notice or lapse of timetime or both):
(ai) contravene, conflict with or result in a violation of: (A) any of the provisions of any Charter Documents of the Company or any of its Subsidiaries; or (B) any resolution adopted by the stockholders, board of directors or any committee of the certificate board of formation, operating agreement directors of the Company or other organizational documents any of Seller; Asset Purchase Agreement, MTBC & RMB 14its Subsidiaries;
(bii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, any of its Subsidiaries or any of the assets owned or used by the Company or any of the Sellerits Subsidiaries, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(diii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee of its Subsidiaries or that otherwise relates to the Company’s or any of its Subsidiaries’ business or to any of the Sellerassets owned or used by the Company or any of its Subsidiaries;
(eiv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any of Seller’s Contracts, such Company Contract; (iiB) accelerate the maturity or performance of any such Company Contract, ; or (iiiC) cancel, terminate or modify any such Company Contract; or
(gv) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company or any of its Subsidiaries, other than a Permitted Encumbrance.
(b) Except for the filing of the Purchased Assets. Except Certificate of Merger with the Secretary of State of the State of Delaware and as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller Company nor the Sole Member any of its Subsidiaries will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (i) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements Ancillary Agreements; or (ii) the consummation or performance of any of the TransactionsMerger.
Appears in 1 contract
Samples: Merger Agreement (Oclaro, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.27 of the Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements by Sole Member and the SellerAgreements, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s certificate of incorporation or bylaws, or (ii) any resolution adopted by the Company’s stockholders, the certificate Company’s board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the SellerCompany or any of the Selling Stockholder, or any of the assets of owned or used by the SellerCompany, 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 Purchased Assets assets owned or used by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(de) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee of its employees or that otherwise relates to the Company’s business or to any of the Sellerassets owned or used by the Company;
(ef) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s ContractsCompany Contract;
(fg) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s ContractsCompany Contract, (ii) accelerate the maturity or performance of any Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(h) contravene, conflict with or result in a violation or breach of or a default under any provision of, or give any Person the right to declare a default under, any Contract to which any of the Selling Stockholder is a party or by which any of the Selling Stockholder is bound; or
(gi) result in the imposition or creation of any Encumbrance upon or with respect to any of asset owned or used by the Purchased AssetsCompany. Except as set forth in Part 2.18 2.27 of the Disclosure Schedule, neither the Seller Company nor the Sole Member Selling Stockholder 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 the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by the Company’s stockholders, the certificate Company Board or any committee of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company Board;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Non-Contravention; Consents. (a) Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither neither: (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements, documents or instruments referred to in this Agreement; nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactionsother transactions contemplated by this Agreement or any such other agreement, document or the sale and assignment of the Purchased Assets to Purchaserinstrument, will directly or indirectly (with or without notice or lapse of timetime or both):
(ai) contravene, conflict with or result in a violation of: (A) any of the provisions of any Charter Documents of the Company; or (B) any resolution adopted by the stockholders, board of directors or any committee of the certificate board of formation, operating agreement or other organizational documents directors of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company;
(bii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Seller, Company or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(diii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(eiv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any of Seller’s Contracts, such Company Contract; (iiB) accelerate the maturity or performance of any such Company Contract, ; or (iiiC) cancel, terminate or modify any such Company Contract; or
(gv) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assets. assets subject thereto or materially impair the operations of the Company).
(b) Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member Company 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 with: (i) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement; or (ii) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Oclaro, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the articles of incorporation or bylaws of the Company or (ii) any resolution adopted by the shareholders of the Company, the certificate board of formation, operating agreement directors of the Company or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the board of directors of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any Contract, such Company Contract or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member Company is not and will be not be, required to make any filing with with, or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ebay Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither (a) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (b) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company’s certificate of incorporation or bylaws, or (ii) any resolution adopted by the Company’s stockholders, the certificate Company’s board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company’s board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company’s business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any of asset owned or used by the Purchased AssetsCompany. Except as set forth in Part 2.18 2.22 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 (i) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (ii) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Micronetics Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 of the Disclosure Schedule(a) The execution, neither the execution delivery and delivery of any of the Transactional Agreements by Sole Member and the Seller, nor the consummation or performance by the Seller and, to the extent applicable, any Company Subsidiary, of this Agreement and Sole Member of any the Ancillary Agreements to which it is a party, and the consummation of the Transactions, or the sale do not and assignment of the Purchased Assets to Purchaser, will directly or indirectly not: (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of, the certificate of formation, operating agreement or other organizational documents of Seller; Asset Purchase Agreement, MTBC & RMB 14
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, or any of the assets of the Seller, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller or any employee of the Seller;
(e) contravene, conflict with or result in a violation or breach of any provision of the certificate of formation, operating agreement or any organizational documents of the Seller, the Company or any Company Subsidiary; (ii) subject to the filings and other matters referred to in Section 3.04(b), result in a violation or breach of any provision of any Law or Governmental Order applicable to the Seller or the Company or any Company Subsidiary; or (iii) assuming receipt of the filings, consents and approvals set forth in Section 3.04 of the Seller Disclosure Letter, require the consent, notice or other action by any Person under, result in a violation or breach of, constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under or result in the acceleration of any obligation under, or give to any Person any rights of termination, acceleration or cancellation of, or loss of any benefit under any provision of, or result in a default under, any provision of any of Seller’s Contracts;
(f) give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contracts, (ii) accelerate the maturity or performance of any Contract, or (iii) cancel, terminate or modify any such Contract; or
(g) result in the imposition or creation of any Encumbrance upon or with respect to (other than a Permitted Encumbrance) on any of the Purchased Assets. Except as set forth in Part 2.18 assets, properties or equity interests of the Disclosure ScheduleSeller or the Company or any Company Subsidiary pursuant to, neither any Material Contract, Permit or any note, bond, loan or credit agreement, mortgage or indenture to which the Seller nor or the Sole Member will Company or any Company Subsidiary is a party or by which any of them or any of their respective properties, assets or equity interests is bound or subject, except, in the case of this clause (iii), for any such actions, breaches, defaults, terminations, accelerations, cancellations, losses or creations that, individually or in the aggregate, would not reasonably be expected to be material to the Company or to prevent or delay beyond the Outside Date the ability of the Seller to consummate the Transactions.
(b) Other than (i) the Closing Governmental Approvals; (ii) any filings required to be made under the HSR Act; and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws, none of the Seller, the Company or any Company Subsidiary is required to make file, seek or obtain any filing with or give any notice toconsent, approval, Permit, or to obtain Governmental Order of or with any Consent from, any Person Governmental Authority in connection with the execution and execution, delivery or performance by the Seller of this Agreement, or any of the Transactional Ancillary Agreements to which it is a party, or the consummation or performance of any of the Transactions, except such consents, approvals, Permits or Governmental Orders which, individually or in the aggregate, would not reasonably be expected to be material to the Company or prevent or delay beyond the Outside Date the ability of the Seller to consummate the Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and 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 Transactional Agreements transactions contemplated by Sole Member and the Seller, nor the consummation or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserthis Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's Articles of Association or Memorandum of Association, or (ii) any resolution adopted by the Company's stockholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any of Seller’s Contracts;
(f) Material Agreement that is or would constitute a Material Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Agreement, (ii) accelerate the maturity or performance of any Contractsuch Material Agreement, or (iii) cancel, terminate or modify any such ContractMaterial Agreement; or
(ge) result in the imposition or creation of any lien or Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of any of the Transactional Agreements or the consummation or performance of any of the Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Terayon Communication Systems)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of, of (i) any of the provisions of the certificate of formationincorporation or bylaws of the Company or (ii) any resolution adopted by the stockholders of the Company, operating agreement the board of directors of the Company or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the board of directors of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or any employee that otherwise relates to the business of the SellerCompany or to any of the assets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) accelerate the maturity or performance of any Contract, such Material Contract or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member Company is not and will be not be, required to make any filing with with, or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ask Jeeves Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 Neither
(i) the execution, delivery or performance of the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (ii) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's articles of incorporation or bylaws or, to the knowledge of the Company, any agreement between or among shareholders of the Company, or (ii) any resolution adopted by the shareholders of the Company, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order to which the SellerCompany, or any of the assets of the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Material Contract, (ii) accelerate the maturity or performance of any such Material Contract, or (iii) cancel, terminate or modify any such Material Contract; or
(ge) result in the imposition or creation of any material Encumbrance upon or with respect to any material asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 of contemplated by Sections 5.1(a) and 6.3, the Disclosure Schedule, neither the Seller nor the Sole Member 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 Person in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 disclosed on Schedule 3.25 of the Company Disclosure ScheduleSchedules, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's Articles of Incorporation or Bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14such board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body governmental authority or other Person person or entity the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body governmental authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization governmental permit or authorization that is to be included in the Purchased Assets or is held by the Seller Company that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, require consent under, or result in a default under, any provision of any of Seller’s Contracts;
(f) contract or agreement to which the Company is a party, or give any Person person or entity the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch contract or agreement, (ii) accelerate the maturity or performance of any Contractsuch contract or agreement, or (iii) cancel, terminate or modify any such Contractcontract or agreement; or
(ge) result in the imposition or creation of any Encumbrance lien or other encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 disclosed on Schedule 3.25 of the Company Disclosure ScheduleSchedules, neither the Seller nor the Sole Member Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent consent from, any Person person or entity in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Company Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(aA) contravene, conflict with or result in a violation ofof (i) any of the Incorporation Documents, or (ii) any resolution adopted by the certificate Company's stockholders, board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(bB) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(dC) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(eD) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(gE) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any of asset owned or used by the Purchased AssetsCompany. Except as set forth in Part 2.18 of may be required by the Disclosure ScheduleDGCL or the California Code, neither the Seller nor the Sole Member Company is not and or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body or any industry regulatory body in connection with (x) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Home Director Inc)
Non-Contravention; Consents. Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither (1) the execution and execution, delivery or performance of this Agreement or any of the Transactional Agreements by Sole Member and the Sellerother agreements referred to in this Agreement, nor (2) the consummation of the Merger or performance by the Seller and Sole Member of any of the Transactions, or the sale and assignment of the Purchased Assets to Purchaserother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation ofof (i) any of the provisions of the Company's Articles of Incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders, the certificate Company's board of formation, operating agreement directors or other organizational documents any committee of Seller; Asset Purchase Agreement, MTBC & RMB 14the Company's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the SellerCompany, or any of the assets of owned or used by the SellerCompany, is subject;
(c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Purchased Assets or is held by the Seller Company or that otherwise relates to the Company's business or to any employee of the Sellerassets owned or used by the Company;
(ed) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of Seller’s Contracts;
(f) Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any of Seller’s Contractssuch Company Contract, (ii) accelerate the maturity or performance of any such Company Contract, or (iii) cancel, terminate or modify any such Company Contract; or
(ge) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the Purchased Assetsassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.18 2.21 of the Disclosure Schedule, neither the Seller nor the Sole Member 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 and execution, delivery or performance of this Agreement or any of the Transactional Agreements other agreements referred to in this Agreement, or (y) the consummation of the Merger or performance of any of the Transactionsother transactions contemplated by this Agreement, except for the filing of the Merger Agreement with the Delaware Secretary of State and Agreement of Merger with the California Secretary of State.
Appears in 1 contract
Samples: Merger Agreement (Messagemedia Inc)
