Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Constituent Documents or the organizational documents of the Seller; (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 Law or any Order, writ, injunction, judgment or decree to which the Acquired Companies or the Seller, or any of the assets owned, used or controlled by the Acquired Companies or the Seller, is subject; (c) except as set forth in Part 2.6(c) of the 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 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 of the assets owned, used or controlled by the Acquired Companies or the Seller; (d) 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 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 such Contract, (ii) accelerate the maturity or performance of any 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 (f) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies or the Seller.
Appears in 2 contracts
Samples: Acquisition Agreement (Gevo, Inc.), Acquisition Agreement (Gevo, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Eloquent Inc), Merger Agreement (Invision Technologies Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) the The execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation any of the Contemplated Transactions. Neither the execution, delivery or performance of other contracts referred to in this Agreement or the Related Agreements, nor the consummation of the Contemplated Transactions, 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 Constituent Documents certificate of incorporation or bylaws of FOFU; or (ii) any resolution adopted by the organizational documents stockholders, the board of directors or any committee of the Sellerboard 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 Contemplated Transactions this Agreement or to exercise any 13 | Page remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies or the SellerFOFU, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerFOFU, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller any of FOFU or that otherwise relates to the business of any of the Acquired Companies or the Seller FOFU or to any of the assets owned, owned or used or controlled by the Acquired Companies or the Sellerany of FOFU;
(d) 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 Company Contract or any Contract to which the Seller is a partyFOFU Material contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Contract, 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 FOFU Material contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body)FOFU Material contract; or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Companies FOFU (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the FOFU).
Appears in 2 contracts
Samples: Share Exchange Agreement (Cafe Serendipity Holdings, Inc.), Share Exchange Agreement (mCig, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure ScheduleSchedule 2.21, no filing with, notice to or consent from any Governmental Body is required in connection with (i) neither the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation of the Contemplated Transactionstransactions 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 (i) any of the provisions of the Constituent Documents Company’s Certificate of Incorporation or Bylaws, or the organizational documents Stockholder Representative’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by the SellerStockholders or the 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Contract or any Contract to which the Seller is a partyMaterial 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company, except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company. Except as set forth in Schedule 2.21, the Company is not required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Xse, LLC), Merger Agreement (Xhibit Corp.)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's certificate of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's stockholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Egain Communications Corp), Merger Agreement (Vitesse Semiconductor Corp)
Non-Contravention; Consents. Except as set forth in Part 2.6 3.24 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or the Related Shareholder Agreements, or nor (ii2) the consummation of the Contemplated Transactions. Neither Offer, the execution, delivery Mergers or performance of this Agreement or the Related Agreements, nor the consummation any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Constituent Charter Documents or the organizational documents of any of the SellerAcquired Corporations;
(b) contravene, conflict with or result in a violation of, of any Legal Requirement or give any Governmental Body or other Person the right Order to challenge which any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCorporations, or any of the assets owned, owned or used or controlled by any of the Acquired Companies or the SellerCorporations, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by any of the Acquired Companies or the Seller Corporations or that otherwise relates to the business of any of the Acquired Companies or the Seller Corporations or to any of the assets owned, owned or used or controlled by any of the Acquired Companies or the SellerCorporations;
(d) 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 Company Contract or any Contract to which the Seller is that constitutes a partyMaterial Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any 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 Contract Company Contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Companies Corporations (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets 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, is, nor will 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, 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 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 HSR Act, any foreign antitrust or competition-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 2.6 Neither the execution and delivery by any of the Company Disclosure Schedule, no filing with, notice to or consent from Sellers of any Governmental Body is required in connection with (i) the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Transactional Agreements, nor the consummation or performance by any of the Contemplated Sellers of any of the Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Constituent Documents or the organizational documents of the Seller;
(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 Law material Legal Requirement or any Order, writ, injunction, judgment or decree material Order to which any of the Acquired Companies or the Seller, Parent Entities or any of the assets ownedCovered Assets, used Enterprise Search Contracts or controlled by the Acquired Companies or the Seller, Non-IP Contracts is subject;
(cb) except as set forth in Part 2.6(c) of the 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 material Governmental Authorization that is held by to be included in the Acquired Companies or the Seller or that otherwise relates to the business of the Acquired Companies or the Seller or to any of the assets owned, used or controlled by the Acquired Companies or the SellerCovered Assets;
(dc) 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 Company material Enterprise Search Contract or any Contract to which the Seller is a party, or Non-IP Contract;
(d) give any Person the right to (i) declare a default or exercise any remedy under any such material Enterprise Search Contract, (ii) accelerate the maturity or performance of any such Contract material Enterprise Search Contract, or (iii) cancel, terminate or modify any such material Enterprise Search Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned of the Covered Assets (other than Permitted Liens). None of the Sellers was, is or used 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 Acquired Companies or Sellers of any of the SellerTransactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Verity Inc \De\), Asset Purchase Agreement (Inktomi Corp)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or --------------------------- performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of transactions contemplated by this Agreement or the Related Agreements, nor the consummation of the Contemplated TransactionsAgreement, 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 Constituent Documents articles of incorporation, bylaws or the other charter or organizational documents of the SellerCompany, or (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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the Seller, is Company are subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Material Contract, or (iii) cancel, terminate or modify any term of such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in the Company Disclosure Schedule, the Company will not be required to make any filing (other than the filing of the Certificate with the California Secretary of State or 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 from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the transactions 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 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither: (i1) the execution, delivery or performance by the Company of this Agreement or any of the Related Agreementsother agreements, documents or instruments referred to in this Agreement to which the Company is or will be a party; nor (ii2) the consummation by the Company of the Contemplated Transactions. Neither Merger or any of the execution, delivery or performance of other transactions contemplated by this Agreement or the Related Agreementsany such other agreement, nor the consummation of the Contemplated Transactionsdocument or instrument, 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 Constituent any Charter Documents or the organizational documents of the SellerCompany; or (ii) any resolution adopted by the stockholders, 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 any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies or the Seller, Company or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller that is a partyMaterial Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Company Contract, ; (ii) accelerate the maturity or performance of any such Contract Company Contract; or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and the 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: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement; or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Yelp Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither: (i1) the execution, delivery or performance of this Agreement or the Related Agreements, or Transactional Agreements by any of the Selling Shareholders; nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Share Purchase or performance of this Agreement or the Related Agreements, nor the consummation any of the other Contemplated TransactionsTransactions 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 of: (i) any of the provisions of the Constituent any Charter Documents or the organizational documents of any of the SellerAcquired Companies; or (ii) any resolution adopted by the shareholders, board of directors or any committee of the board of directors of any of the Acquired Companies;
(b) contravene, conflict with or result in a violation of, or give of 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 Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which any of the Acquired Companies or any of the SellerSelling Shareholders, or any of the assets owned, owned or used or controlled by any of the Acquired Companies or any of the SellerSelling Shareholders, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by any of the Acquired Companies or the Seller or that otherwise relates to the any such Acquired Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the any such Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d3.19(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 Acquired Company Contract that is or would constitute a Material Contract or any Contract to which the Seller that is a partybinding on any Selling Shareholder, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Company Contract, ; (ii) accelerate the maturity or performance of any such Contract Acquired Company Contract; or (iii) cancel, terminate or modify any such Acquired Company Contract;
(e) require contravene, conflict with or result in a violation of: (i) any filing withof the provisions of any Charter Documents of such Selling Shareholder that is an Entity; or (ii) any resolution adopted by the shareholders, notice to board of directors or consent from any Person (other than committee of the board of directors of any Governmental Body); orSelling 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 release, disclosure or delivery of any Acquired Company IP by or to any escrow agent or other Person or the Sellergrant, 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 Acquired Company IP. Except as set forth in Part 3.19 of the Disclosure Schedule, none of the Acquired Companies nor any of the Selling Shareholders is or has been, and none of the Acquired Companies nor any of the Selling Shareholders will be, required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (x) the execution, delivery or performance of the Transactional Agreements; or (y) the consummation 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 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither (ia) the execution, delivery or performance of this Agreement or any of the Related Agreements, or nor (iib) the consummation of the Contemplated Transactions. Neither the execution, delivery Share Exchange or performance of this Agreement or the Related Agreements, nor the consummation any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Company Constituent Documents or the organizational documents of the SellerDocuments;
(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 Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller businesses of, or to any of the assets ownedowned or used by, used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material conflict, violation or breach of, or result in a material default under, any provision of any Company Contract or any Contract to which the Seller is a partyContract, 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Company (except for minor liens that will not, in any case or in the Acquired Companies aggregate, materially detract from the value of the assets subject thereto or materially impair the Selleroperations of Company). Except for those filings, notices or Consents disclosed in Part 2.20 of the Company Disclosure Schedule, no filing with, notice to or Consent from any Person is required in connection with (y) the execution, delivery or performance of this Agreement or any of the Related Agreements, or (z) the consummation of the Share Exchange or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Share Exchange Agreement (Farm Lands of Africa, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.22 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither: (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements, documents or instruments referred to in this Agreement (iiincluding each of the Transactional Documents); nor (2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of transactions contemplated by this Agreement or the Related Agreementsany such other agreement, nor the consummation of the Contemplated Transactionsdocument or instrument, 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 Constituent any Charter Documents or the organizational documents of the SellerCompany; or (ii) any resolution adopted by the stockholders, 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 any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the Seller, Company or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Company Contract, ; (ii) accelerate the maturity or performance of any such Contract Company Contract; or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.22 of the Disclosure Schedule, the Company is not and the Company will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement; or (y) the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Silicon Graphics International Corp)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.22 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Target's certificate of incorporation or the organizational documents bylaws, or (ii) any resolution adopted by Target's stockholders, Target's board of the Sellerdirectors or any committee of Target's board of directors;
(b) contravene, conflict with or result in a violation of, or give any Governmental Governmentab Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerTarget, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerTarget, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Target or that otherwise relates to the Target's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerTarget;
(d) 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 Company Target Contract that is or any Contract to which the Seller is would constitute a partyMaterial Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Target Contract, (ii) accelerate the maturity or performance of any such Contract Target Contract, or (iii) cancel, terminate or modify any such Target Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Target (except for minor liens that will not, in any case or in the Acquired Companies aggregate, materially detract from the value of the assets subject thereto or materially impair the Selleroperations of Target). Except as set forth in Part 2.22 of the Disclosure Schedule, Target is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. (a) Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither: (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements, documents or instruments referred to in this Agreement; nor (ii2) the consummation of the Contemplated Transactions. Neither Merger or any of the execution, delivery or performance of other transactions contemplated by this Agreement or the Related Agreementsany such other agreement, nor the consummation of the Contemplated Transactionsdocument or instrument, will directly or indirectly (with or without notice or lapse of timetime or both):
(ai) contravene, conflict with or result in a violation of of: (A) any of the provisions of the Constituent any Charter Documents or the organizational documents of the SellerCompany; or (B) any resolution adopted by the stockholders, board of directors or any committee of the board of directors of the 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the Seller, Company or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(ciii) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(div) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Company Contract, ; (iiB) accelerate the maturity or performance of any such Contract Company Contract; or (iiiC) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fv) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the 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 2.21 of the Disclosure Schedule, the 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: (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement; or (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Oclaro, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents articles of incorporation or the organizational documents bylaws of the SellerCompany or (ii) any resolution adopted by the shareholders of the Company, the 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 material Governmental Authorization that is held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company. Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be, required to make any filing with, or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ebay Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 disclosed on Schedule 2.3, neither the execution nor delivery of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related AgreementsAgreement, nor the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby, will 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 Constituent Documents Company's articles of incorporation or bylaws, or (ii)any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated 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 Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(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 assets owned by the Company Disclosure Schedule, to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(df) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Contract or any Contract to which of the Seller is a party, or Contracts;
(g) give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) accelerate the maturity or performance of any such Contract Contract, or (iii) cancel, terminate or modify any such Contract;
(eh) require any filing with, notice to or consent from 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 than contingent obligations of any Governmental Body); ornature 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;
(fi) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company. Except as disclosed on Schedule 2.3, the Company was not, 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 the Agreement or the Sellerconsummation or performance of any of the transactions 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 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's Articles of Incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;; or
(e) require contravene, conflict with or result in a violation or breach of, or result in a default under, any filing with, notice to provision of the Company's Stock Option Plan or consent from any Person (other than any Governmental Body)the option agreements outstanding thereunder; or
(f) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies or the Seller.Company (except for minor liens that will not,
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.22 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders or the organizational documents Company's board of the Sellerdirectors;
(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 transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyContract, 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.22 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Caere Corp)
Non-Contravention; Consents. Except as set forth under the caption "Consents" in Part 2.6 of the Company DCI Disclosure ScheduleLetter, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's or any Subsidiary's Articles of Incorporation or Bylaws, or (ii) any resolution adopted by the organizational documents Company's or any Subsidiary's shareholders, the Company's or any Subsidiary's board of the Sellerdirectors or any committee of such 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law legal requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies Company or the Sellerany Subsidiary, or any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerany Subsidiary, is subject;
(c) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, 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 held by the Acquired Companies Company or the Seller any Subsidiary or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerany Subsidiary;
(d) 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 Company Contract contract or any Contract agreement to which the Seller 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 such Contractcontract or agreement, (ii) accelerate the maturity or performance of any such Contract contract or agreement, or (iii) cancel, terminate or modify any such Contract;
(e) require any filing with, notice to contract or consent from any Person (other than any Governmental Body)agreement; or
(fe) 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 Acquired Companies Company or any Subsidiary (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth under the caption "Consents" in the DCI Disclosure Letter, 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 or entity in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.24 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents certificate of incorporation, bylaws or the other charter or organizational documents of the SellerCompany, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of the Company;
(bB) 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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(cC) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(dD) 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 Company Contract or any Contract to which the Seller is a partyContract, or give any Person the right to (i) declare a default or exercise any remedy under any 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 Contract Company Contract, or (iiiiv) cancel, terminate or modify any term of such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fE) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (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 the Company); or
(F) result in the disclosure or delivery to any Person (other than Parent or Merger Sub) of the source 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 Proprietary Asset, or the Sellertransfer of any material asset of the Company to any Person (other than Parent or Merger Sub). Except as may be required by the DGCL, the Company was not, is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or nor performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation of the Contemplated TransactionsMerger, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of (i) the Constituent Documents or Charter Documents, (ii) the charter and organizational documents of each of the SellerSubsidiaries, including all amendments thereto, or (iii) any resolution adopted by the Company’s stockholders, the Company Board, the Subsidiary Board or any committee thereof;
(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 transactions contemplated by the Transaction Documents or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, any Subsidiary, or any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerany Subsidiary, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies Company or the Seller any Subsidiary or that otherwise relates to the Company’s or any Subsidiary’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerany Subsidiary;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any such ContractMaterial Agreement, (ii) accelerate the maturity or performance of any such Contract or Material Agreement, (iii) cancel, terminate or modify any such Contract;
Material Agreement, or (eiv) require any filing with, receive notice of the transaction prior to or consent from any Person (other than any Governmental Body)the Closing; or
(fe) result in the imposition or creation of any Lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company or any Subsidiary other than any Lien or other Encumbrance resulting from Purchaser and/or Parent’s financing of the SellerMerger.
(f) Except as set forth in Part 2.21(f) of the Disclosure Schedule, neither the Company nor any Subsidiary will be required to make any filing or registration with or give any notice to, or to obtain any Consent from, any Governmental Authority in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of the Agreements or any of the other agreements referred to in this Agreement or the Related AgreementsAgreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Acquisition or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 any of the provisions of the Constituent Documents Buyer's certificate of incorporation or the organizational documents bylaws, or (ii) any resolution adopted by Buyer's board of the Sellerdirectors or any committee of Buyer'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerBuyer, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerBuyer, is subject;
(c) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, contravene, conflict with contravene 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 held by the Acquired Companies or the Seller Buyer or that otherwise relates to the business of the Acquired Companies or the Seller or to any of the assets owned, used or controlled by the Acquired Companies or the SellerBuyer's business;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with contravene or result in a violation or breach of, or result in a default under, any provision of any Company Contract or any Contract to which the Seller is a partyof Buyer, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) accelerate the maturity or performance of any such Contract 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
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned of the Customer Assets. Buyer is not and will not be required to make any filing with or used give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Acquisition or any of the other transactions contemplated by the Acquired Companies or the Sellerthis Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):will:
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the Constituent Documents certificate of incorporation (as amended and restated pursuant to Section 1.8), or the organizational documents bylaws of the SellerCompany, 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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller or Company that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the material assets owned, used or controlled owned by the Acquired Companies or the SellerCompany;
(d) 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 Company Material Contract or involving over $50,000 in any Contract to which the Seller is a partyinstance, or give any Person the right to (i) declare a default or exercise any remedy under any such 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 Contract Material Contract, or (iiiiv) cancel, terminate or modify any term of any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Acquired Companies Company; or
(f) result in the disclosure or delivery to any escrowholder or other Person of any Company Source Code, or the Sellertransfer of any material asset of the Company to any Person. Except as may be required by the DGCL and except as set forth in Part 2.21 of the Disclosure Schedule, the Company neither was, nor will be, required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement or any of the other transactions contemplated by this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 Subject to compliance with the applicable requirements of the HSR Act, obtaining the Required Company Disclosure ScheduleStockholder Vote for the applicable Contemplated Transactions and obtaining the Company Consents, no and the filing withof Articles of Merger as required by MBCA, notice to or consent from any Governmental Body is required in connection with neither (ia) the execution, delivery or performance of this Agreement or any of the Related Agreements, or nor (iib) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Company Constituent Documents or the organizational documents of the SellerDocuments;
(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 Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material conflict, violation or breach of, or result in a material default under, any provision of any Material Company Contract or any Contract to which the Seller is a partyContract, or give any Person the right to (i) declare a default or exercise any remedy under any such Material Company Contract, (ii) accelerate the maturity or performance of any such Contract Material Company Contract, or (iii) cancel, terminate or modify any such Material Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except for those filings, notices or Consents disclosed in Part 2.20 of the Company Disclosure Schedule (the “Company Consents”), no filing with, notice to or Consent from any Person is required in connection with (y) the execution, delivery or performance of this Agreement or any of the Related Agreements, or (z) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Replidyne Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 To the Knowledge of the Company Disclosure Scheduleand the Sole Shareholder, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Sole Shareholder, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.25 of the Disclosure Schedule, to the knowledge of the Company and the Sole 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, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth otherwise described in Part 2.6(d2.21(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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. Except as set forth in Part 2.6 (a) Subject to obtaining the Required Company Stockholder Vote, the filing of the Company Disclosure ScheduleCertificate of Merger required by the DGCL or DLLCA and the CSRC Filing(s), no filing with, notice to or consent from any Governmental Body is required in connection with neither (ix) the execution, delivery or performance of this Agreement or by the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related AgreementsCompany, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of any of the provisions of the Constituent Documents or the organizational documents of the SellerCompany’s Organizational Documents;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order, writ, injunction, judgment or decree to Order by which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(ciii) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies Company, or the Seller or to any of the assets owned, leased or used or controlled by the Acquired Companies or the SellerCompany;
(div) 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 Company Contract or any Contract to which the Seller is a partyMaterial Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Company 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 such Company Material Contract or (iiiD) cancel, terminate or modify any such term of any Company Material Contract;
(e) require , except in the case of any filing withnonmaterial breach, notice to default, penalty or consent from any Person (other than any Governmental Body)modification; or
(fv) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for Permitted Encumbrances).
(b) Except for (i) the Required Company Stockholder Vote, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL or DLLCA, (iii) the SellerCSRC Filing(s) and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, the Company was not, is not, nor will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions.
(c) No 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 Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Pulmatrix, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth otherwise described in Part 2.6(d2.20(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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Seller.aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or
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 2.6 disclosed on Schedule 3.25 of the Company Disclosure ScheduleSchedules, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's Articles of Incorporation or Bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of the Sellerdirectors or any committee of such 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law legal requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, 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 held by the Acquired Companies or the Seller or Company that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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, require consent under, or result in a default under, any provision of any Company Contract contract or any Contract agreement to which the Seller Company is a party, or give any Person person or entity the right to (i) declare a default or exercise any remedy under any such Contractcontract or agreement, (ii) accelerate the maturity or performance of any such Contract contract or agreement, or (iii) cancel, terminate or modify any such Contract;
(e) require any filing with, notice to contract or consent from any Person (other than any Governmental Body)agreement; or
(fe) 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 Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as disclosed on Schedule 3.25 of the Company Disclosure Schedules, 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 or entity in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) neither the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation any of the Contemplated Transactions. Neither the execution, delivery or performance of other agreements referred to in this Agreement or the Related AgreementsAgreement, nor the consummation of the Contemplated TransactionsMerger 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 of (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Graphon Corp/De)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated TransactionsTransactions 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's Shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require result in the imposition or creation of any filing withlien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, notice to in any case or consent in the aggregate, materially detract from any Person (other than any Governmental Bodythe value of the assets subject thereto or materially impair the operations of the Company); or
(f) result in the imposition or creation of any lien or other Encumbrance upon or with respect to the Company Common Stock (except for minor liens that will not, in any asset owned case or used by in the Acquired Companies or aggregate, materially detract from the Sellervalue thereof).
Appears in 1 contract
Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.22 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither: (i1) the execution, delivery or performance by the Company of this Agreement or any of the Related Agreementsother agreements, documents or instruments referred to in this Agreement; nor (ii2) the consummation by the Company of the Contemplated Transactions. Neither the execution, delivery or performance of transactions contemplated by this Agreement or the Related Agreementsany such other agreement, nor the consummation of the Contemplated Transactionsdocument or instrument, 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 Constituent any Charter Documents or the organizational documents of the SellerCompany or Residential Mortgage; or (ii) any resolution adopted by the members, managers or management committees (or similar governing bodies) of the Company or Residential 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies or the Seller, Company Parties or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany Parties, is subject;
(c) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, 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 held by the Acquired Companies or the Seller Company Parties or that otherwise relates to the business of the Acquired Companies or the Seller Company Parties’ or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany Parties;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Company Contract, ; (ii) accelerate the maturity or performance of any such Contract Company Contract; or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company Parties (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company Parties). Except as set forth in Part 2.22 of the Disclosure Schedule, the 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: (x) the 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 the transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 Schedule 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements identified as an exhibit to this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Schedule 2.21 of the Disclosure Schedule and as provided elsewhere herein, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
Non-Contravention; Consents. Except as set forth Subject in Part 2.6 the case of the Merger to the adoption of this Agreement by the holders of the Company Disclosure ScheduleCommon Stock (if necessary), no filing with, notice to or consent from any Governmental Body is required in connection with neither (i) the execution, delivery or performance of this Agreement or the Related AgreementsAgreement, or nor (ii) the consummation by the Company of the Contemplated Transactions. Neither Offer, the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents articles or the certificate of incorporation or formation, bylaws or other charter or organizational documents of any of the SellerCompany or its Subsidiaries, or (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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law or any Orderorder, writ, injunction, judgment or decree to which any of the Acquired Companies Company or the Sellerits Subsidiaries, or any of the assets owned, owned or used by any of the Company or controlled by the Acquired Companies or the Sellerits Subsidiaries, is subject, in each case excluding as a result or pursuant to any Excluded Laws;
(c) except as set forth in Part 2.6(c) of the 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 material Governmental Authorization that is held by any of the Acquired Companies Company or the Seller its Subsidiaries or that otherwise relates to the business of any of the Acquired Companies Company or the Seller its Subsidiaries or to any of the assets ownedowned or used by any of the Company or its Subsidiaries, used in each case excluding as a result or controlled by the Acquired Companies or the Sellerpursuant to any Excluded Laws;
(d) except as set forth in Part 2.6(d) Section 3.25 of the Company Disclosure ScheduleLetter, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract or any Specified Contract to which any of the Seller Company or its Subsidiaries is a partyparty 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 such 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 Contract Specified Contract, or (iiiiv) cancel, terminate or modify any term of such Specified Contract, 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;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any material Encumbrance upon or with respect to any asset Asset owned or used by any of the Company 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 SellerAcquired 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 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 Company or 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 Governmental Authority in connection with (x) the 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 other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Caminus Corp)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.24 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 any of the provisions of the Constituent Documents certificate of incorporation, bylaws or the other charter or organizational documents of the SellerCompany 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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyContract, or give any Person the right to (i) declare a default or exercise any remedy under any 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 Contract Company Contract, or (iiiiv) cancel, terminate or modify any term of such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies 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 source 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 Sellertransfer 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 2.24 of the Company Disclosure Schedule, the Company was not, is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's certificate of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's stockholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 material Governmental Authorization that is held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Maxim Pharmaceuticals Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws or, to the organizational documents knowledge of the SellerCompany, any agreement between or among shareholders of the Company, or (ii) any resolution adopted by the shareholders of the Company, the Company's board of directors or any committee of the 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 Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree order to which the Acquired Companies or the SellerCompany, or any of the assets owned, used or controlled by of the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 material Governmental Authorization that is held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any material Encumbrance upon or with respect to any material asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as contemplated by Sections 5.1(a) and 6.3, the Company is not or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 4.4 of the Company Parent Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) neither the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation any of the Contemplated Transactions. Neither the execution, delivery or performance of other agreements referred to in this Agreement or the Related AgreementsAgreement, nor the consummation of the Contemplated TransactionsMerger 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 of (i) any of the provisions of the Constituent Documents Parent’s Certificate of Incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Parent’s board of directors or any committee of the SellerParent’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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerParent, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerParent, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Parent or that otherwise relates to the Parent’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerParent;
(d) 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 Company Contract or any material Contract to which the Seller Parent is a partyparty or by which it is bound, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) accelerate the maturity or performance of any such Contract 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
(fe) 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 Acquired Companies aggregate, materially detract from the value of the assets subject thereto or materially impair the Selleroperations of Parent). Except as set forth in Part 4.4 of the Parent Disclosure Schedule, 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, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation of the Contemplated TransactionsMerger, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Constituent Documents or the organizational documents Company’s Articles of the SellerIncorporation;
(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 transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree applicable to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any such ContractMaterial Agreement, (ii) accelerate the maturity or performance of any such Contract or Material Agreement, (iii) cancel, terminate or modify any such Contract;
Material Agreement; or (eiv) require any filing with, receive notice to or consent from any Person (other than any Governmental Body)of the transaction; or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company. Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent (as defined in Exhibit A) from, any Person in connection with (x) the Sellerexecution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyCompany 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Seller.aggregate, materially detract from the value of the assets 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 2.21 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except for Consents
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's certificate of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Stockholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.25 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company Articles or Company Bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the Seller;
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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
; (c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the Seller;
Company; (d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
; or (e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.22 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.22 of the Disclosure Schedule and by the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreements, or nor (ii2) the consummation of the Contemplated Transactions. Neither Merger or any of the execution, delivery or performance of other transactions contemplated by this Agreement or any of the Related Agreements, nor the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Company’s Constituent Documents or the organizational documents of the SellerDocuments;
(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 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 Law Legal Requirement or any Order, writ, injunction, judgment or decree to which any of the Acquired Companies or the SellerCorporations, or any of the assets owned, used or controlled by any of the Acquired Companies or the SellerCorporations, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by any of the Acquired Companies or the Seller Corporations or that otherwise relates to the business of any of the Acquired Companies or the Seller Corporations or to any of the assets owned, used or controlled by the Acquired Companies or the SellerCorporations;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Corporations (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets 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 2.10(i) of the Company Disclosure Schedule, no filing with, notice to or consent from any Person is required in connection with (x) the execution, delivery or performance of this Agreement or any of the Related Agreements, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of the Related Agreements.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 (a) Subject to compliance with obtaining the Required Company Stockholder Vote and the filing of the Company Disclosure ScheduleCertificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no filing with, notice to or consent from any Governmental Body is required in connection with neither (ix) the execution, delivery or performance of this Agreement or by the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related AgreementsCompany, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of any of the provisions of the Constituent Documents or the organizational documents of the SellerCompany’s Organizational Documents;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order, writ, injunction, judgment or decree to Order by which the Acquired Companies Company or the Sellerits Subsidiaries, or any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerits Subsidiaries, is subject;
(ciii) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, 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 held by the Acquired Companies Company or the Seller or that otherwise relates to the business of the Acquired Companies or the Seller or to any of the assets owned, used or controlled by the Acquired Companies or the Sellerits Subsidiaries;
(div) 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 Company Contract or any Contract to which the Seller is a partyMaterial Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Company 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 such Company Material Contract or (iiiD) cancel, terminate or modify any such term of any Company Material Contract;
(e) require , except in the case of any filing withnon-material breach, notice to default, penalty or consent from any Person (other than any Governmental Body)modification; or
(fv) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company or its Subsidiaries (except for Permitted Encumbrances).
(b) Except for (i) the SellerRequired Company Stockholder Vote, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, neither the Company nor any of 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, 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 Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or the Related AgreementsAgreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by the organizational documents Company's stockholders, the Company's board of directors or any committee of the SellerCompany's board of directors;
(b) contravene, conflict with or result in a violation of, or give of 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 Law or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, used or controlled owned by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, used or controlled owned by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;; or
(e) require contravene, conflict with or result in a violation or breach of, or result in a default under, any filing with, notice to provision of the Company's 1996 Stock Option Plan or consent from any Person (other than any Governmental Body)the option agreements outstanding thereunder; or
(f) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not materially detract from the value of the assets subject thereto or materially impair the Selleroperations of the 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, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Transaction or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's Shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require result in the imposition or creation of any filing withlien or other Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, notice to in any case or consent in the aggregate, materially detract from any Person (other than any Governmental Bodythe value of the assets subject thereto or materially impair the operations of the Company); or
(f) result in the imposition or creation of any lien or other Encumbrance upon or with respect to the Company Common Stock (except for minor liens that will not, in any asset owned case or used in the aggregate, materially detract from the value thereof). The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Transaction or any of the other transactions contemplated by the Acquired Companies or the Sellerthis Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Zitel Corp)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's Articles of Incorporation or by laws, or (ii) any resolution adopted by the organizational documents Company's board of the Sellerdirectors;
(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 transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, 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 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, 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 2.6 2.20 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or the Related AgreementsAgreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation of the Contemplated TransactionsMerger, 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 Constituent Documents Company’s articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company’s stockholders, the Company’s board of directors or any committee of the SellerCompany’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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subjectsubject which would have a Material Adverse Effect;
(c) except as set forth in Part 2.6(c) of the 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 material Governmental Authorization that is held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial 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 Contract material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for Permitted Encumbrances and minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.20 of the Disclosure Schedule and the filings with the Secretary of State of Nevada and Delaware, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Merger.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 Section 3.20 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither: (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements, documents or instruments referred to in this Agreement; nor (ii2) the consummation of the Contemplated Transactions. Neither Share Purchase or any of the execution, delivery or performance of other transactions contemplated by this Agreement or the Related Agreementsany such other agreement, nor the consummation of the Contemplated Transactionsdocument or instrument, 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 Constituent any Charter Documents or the organizational documents of the SellerCompany; or (ii) any resolution adopted by the shareholders, 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the Seller, Company or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Contract, ; (ii) accelerate the maturity or performance of any such Contract Contract; or (iii) cancel, terminate or modify any such Contract;
(e) require any filing withContract except to the extent that the breaches of such Material Contracts would not, notice to or consent from any Person (other in the aggregate, result in Liability of the Company of not more than any Governmental Body)$50,000; or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Upon payment of the Company Transaction Consideration, the Company is not, and the 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: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement; or (y) the consummation of the Share Purchase or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Trillium Therapeutics Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.19 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither: (i1) the execution, delivery or performance by the Company of this Agreement or any of the Related Agreements, or other Transactional Agreements to which the Company is a party; nor (ii2) the consummation of the Contemplated Transactions. Neither First Merger, or, to the executionCompany’s Knowledge, delivery or performance of this Agreement or the Related Agreements, nor the consummation of the Contemplated TransactionsSecond Merger, 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 any Charter Documents of the Constituent Documents Company; or (ii) any resolution adopted by the Shareholders or the organizational documents of the SellerCompany 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the Seller, Company or any of the assets owned, used or controlled owned by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyListed Contract, or give any Person the valid right to to: (i) declare a default or exercise any remedy under any such Listed Contract, ; (ii) accelerate the maturity or performance of any such Contract Listed Contract; or (iii) cancel, terminate or modify any such Listed Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company except for Permitted Liens. Except as set forth in Part 2.19 of the Disclosure Schedule, 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 Sellerexecution, delivery or performance of this Agreement or any of the other Transactional Agreements; or (y) the consummation of the transactions 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 Subject in Part 2.6 the case of the Merger to the adoption of this Agreement by the holders of the Company Disclosure ScheduleCommon Stock (if necessary), no filing with, notice to or consent from any Governmental Body is required in connection with neither (i) the execution, delivery or performance of this Agreement or the Related AgreementsAgreement, or nor (ii) the consummation by the Company of the Contemplated Transactions. Neither Offer, the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents articles or the certificate of incorporation or formation, bylaws or other charter or organizational documents of any of the SellerCompany or its Subsidiaries, or (ii) any resolution adopted by the shareholders, 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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law or any Orderorder, writ, injunction, judgment or decree to which any of the Acquired Companies Company or the Sellerits Subsidiaries, or any of the assets owned, owned or used by any of the Company or controlled by the Acquired Companies or the Sellerits Subsidiaries, is subject, in each case excluding as a result or pursuant to any Excluded Laws;
(c) except as set forth in Part 2.6(c) of the 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 material Governmental Authorization that is held by any of the Acquired Companies Company or the Seller its Subsidiaries or that otherwise relates to the business of any of the Acquired Companies Company or the Seller its Subsidiaries or to any of the assets ownedowned or used by any of the Company or its Subsidiaries, used in each case excluding as a result or controlled by the Acquired Companies or the Sellerpursuant to any Excluded Laws;
(d) except as set forth in Part 2.6(dSection 3.26(d) of the Company Disclosure ScheduleLetter, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract or any Specified Contract to which any of the Seller Company or its Subsidiaries is a partyparty 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 such 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 Contract Specified Contract, or (iiiiv) cancel, terminate or modify any term of such Specified Contract;
(e) require any filing with, notice to or consent from any Person (in each case other than any Governmental Body)such matter or matters that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset Asset owned or used by any of the Company 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 or the Acquired Companies or any portion or aspect of such source code or of any of the SellerAcquired 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 may be required by the Exchange Act and the FBCA, any antitrust law or regulation including the HSR Act and the NASD Bylaws (collectively, the “Excluded Laws”), none of the Company or 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 Governmental Authority in connection with (x) the 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 other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth disclosed in Part 2.6 3.20 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance by the Company of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance by the Company of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. Except as set forth in Part 2.6 of Neither the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) the execution, execution and delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related other Transactional Agreements, nor the consummation or performance of any of the Contemplated Transactions, 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 Constituent Documents Articles of Incorporation or the organizational documents Bylaws of the SellerCompany or any of its subsidiaries, or (ii) any resolution adopted by the shareholders of the Company or any of its subsidiaries, the Board of Directors of the Company or any of its 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 Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies or the SellerCompany and its subsidiaries, or any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerany of its subsidiaries, is subjectsubject (assuming approval under the HSR Act and by the shareholders of the Company);
(c) except as set forth in Part 2.6(c) to the Knowledge of the Company, cause the Company Disclosure Scheduleor 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 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;
(e) 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 held by the Acquired Companies Company or the Seller any of its subsidiaries or any of its employees or that otherwise relates to the Company's or any of its subsidiaries' business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerany of its subsidiaries;
(df) 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 material provision of any Company Contract or any Contract to which of the Seller is a party, or Material Contracts;
(g) 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(eh) require any filing with, notice to or consent from give any Person the right to any payment (including salary, bonus or other than severance pay) by the Company or any Governmental Body); orof 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;
(fi) 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 Acquired Companies 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 Company's subsidiaries. The Company and its subsidiaries will not be required to make any filing with or give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement and the other Transactional Agreements or the Seller.consummation or performance of any of the 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 2.6 2.5 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) the execution, delivery or and performance of this Agreement or the Related Agreements, or (ii) and the consummation of the Contemplated Transactions. Neither the executiontransactions contemplated hereby do not, delivery or performance of this Agreement or the Related Agreements, nor the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the terms, conditions or provisions of the Company Constituent Documents or the organizational documents of the SellerDocuments;
(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 Contemplated Transactions transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Law such Legal Requirement or any Order, writ, injunction, judgment or decree to which the Acquired Companies or the Seller, Company or any of the assets owned, used or controlled by the Acquired Companies or the Seller, Company is subject;
(c) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, 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 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 of the assets owned, used or controlled by the Acquired Companies or the SellerAuthorization;
(d) 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 Company Contract or any Material Contract to which the Seller Company or any of the assets owned, used or controlled by the Company is a partysubject, 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 or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company. The Company has complied with all applicable Legal Requirements and Orders in connection with the execution, delivery and performance of this Agreement and any Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. No filing with, notice to or consent from any Person (other than the parties hereto) is required in connection with the execution, delivery or performance of this Agreement or any of the Related Agreements by the Company, the consummation of the transactions contemplated hereby and thereby by the Company or the Sellerconduct of the business 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 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice Schedule delivered to or consent from any Governmental Body is required SMC and RCT in connection with the Stock Purchase Agreement, neither (i1) the execution, delivery or performance of this Agreement or the Related AgreementsAgreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of transactions contemplated by this Agreement or the Related Agreements, nor the consummation of the Contemplated TransactionsAgreement, 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 Constituent Documents Company’s Restated Certificate or bylaws, or (ii) any resolution adopted by the organizational documents Company’s shareholders, the Company’s board of directors or any committee of the SellerCompany’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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule delivered to SMC and RCT in connection with the Stock Purchase Agreement, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(ia) the execution, delivery or performance of this Agreement or the Related AgreementsAgreement, or nor (iib) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of transactions contemplated by this Agreement or the Related Agreements, nor the consummation of the Contemplated TransactionsAgreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Constituent Documents Seller’s certificate of incorporation or the organizational documents of the Sellerbylaws;
(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 transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies Seller or the Sellerany Subsidiary, or any of the assets owned, owned or used by Seller or controlled by the Acquired Companies or the Sellerany Subsidiary, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies Seller or the Seller any Subsidiary or that otherwise relates to the Seller’s or any Subsidiary’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used by Seller or controlled by the Acquired Companies or the Sellerany Subsidiary;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material conflict, violation or breach of, or result in a material default under, any provision of any Company material Contract or of any Contract to which the Seller is a partySubsidiary, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) accelerate the maturity or performance of any such Contract 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
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Seller or any Subsidiary (except for minor liens that will not, in any case or in the Acquired Companies aggregate, materially detract from the value of the assets subject thereto or materially impair the Selleroperations of Seller or any Subsidiary). Except for those filings, notices or Consents disclosed in Part 3.18 of the Disclosure Schedule and filings, notices or Consents that may be required under immaterial Contracts of Seller or any Subsidiary, Seller and the Subsidiaries 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 (y) the execution, delivery or performance of this Agreement, or (z) the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Discovery Partners International Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's Articles of Incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, 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)
Non-Contravention; Consents. Except as set forth in Part 2.6 of (a) Neither the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) the execution, execution and delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreementsany Transaction Document, nor the consummation or performance of any of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of (A) any of the provisions of the Constituent Documents memorandum of association, articles of association, articles of incorporation or the bylaws, or similar organizational documents documents, of the SellerCompany or any Company Subsidiary, or (B) any resolution adopted by the stockholders or board of directors of the Company or any 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 Contemplated Transactions or to exercise any remedy or obtain any relief under, any Requirement of Law or any Order, writ, injunction, judgment or decree to which the Acquired Companies Company or the Seller, any Company Subsidiary or any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Seller, is any Company Subsidiary are subject;
(ciii) except as set forth in Part 2.6(c) of cause the Company Disclosure Scheduleor any Company Subsidiary to become subject to, or to become liable for the payment of, any Tax;
(iv) 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 held by the Acquired Companies Company or the Seller any Company Subsidiary or any of their respective employees or that otherwise relates to the business of the Acquired Companies Company or the Seller any Company Subsidiary, or to any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerany Company Subsidiary;
(dv) 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 the 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 Contract to which the Seller is a party, or Company Subsidiary);
(vi) 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(evii) require any filing with, notice to or consent from 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 than contingent obligations of any Governmental Body)nature whatsoever of the Company or any Company Subsidiary in favor of any Person, in any such case as a result of the change in control of the Company or such Company Subsidiary, or otherwise resulting from the Transactions; or
(fviii) result in the imposition or creation of any Encumbrance Lien upon or with respect to any asset owned or used by the Acquired Companies Company or any Company Subsidiary.
(b) Neither the Company nor any of the 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 other Transaction Documents or the Sellerconsummation 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 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents certificate of incorporation or the organizational documents bylaws of the SellerCompany or (ii) any resolution adopted by the stockholders of the Company, the 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 material Governmental Authorization that is held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial 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 or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company. Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be, required to make any filing with, or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ask Jeeves Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.25 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement by the Company, or nor (ii2) the consummation by the Company of the Contemplated Transactions. Neither the execution, delivery Combination or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents certificate of incorporation, bylaws or the other charter or organizational documents of any of the SellerCompany Entities, or (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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which any of the Acquired Companies or the SellerCompany Entities, or any of the assets owned, owned or used or controlled by any of the Acquired Companies or the SellerCompany Entities, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by any of the Acquired Companies or the Seller Company Entities or that otherwise relates to the business of any of the Acquired Companies or the Seller Company Entities or to any of the assets owned, owned or used or controlled by any of the Acquired Companies or the SellerCompany Entities;
(d) 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 Company Entity Contract or any Contract to which the Seller is that constitutes a partyCompany Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such 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 Contract Company Entity Contract, or (iiiiv) cancel, terminate or modify any term of such Company Entity Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Companies Company Entities (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Company Entities).
(f) Except as 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 Company Entities was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement by the Company, or (y) the consummation by the Company of the Combination or any of the other 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 2.6 2.29 of the Company Disclosure Schedule, no filing with, notice to or consent from neither the execution and delivery of any Governmental Body is required in connection with (i) the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Transactional Agreements, nor the consummation or performance of any of the Contemplated Transactions, 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 Constituent Documents Company Charter, or (ii) any resolution adopted by the organizational documents Company’s stockholders, the Company’s board of directors or any committee of the SellerCompany’s board of directors;
(b) contravene, conflict with or result in a violation of, of any Legal Requirement or give any Governmental Body Order to which the Company or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order, writ, injunction, judgment or decree to which the Acquired Companies or the SellerEffective Time Holders, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies Company or the Seller any Company Employee or that otherwise relates to the business of the Acquired Companies or the Seller Business or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a party, or Material Contract;
(e) 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies or the SellerCompany.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 3.4 of the Company Parent Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) neither the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation any of the Contemplated Transactions. Neither the execution, delivery or performance of other agreements referred to in this Agreement or the Related AgreementsAgreement, nor the consummation of the Contemplated TransactionsMerger 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 of (i) any of the provisions of the Constituent Documents Parent’s Certificate of Incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Parent’s board of directors or any committee of the SellerParent’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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerParent, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerParent, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Parent or that otherwise relates to the Parent’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerParent;
(d) 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 Company Contract or any material Contract to which the Seller Parent is a partyparty or by which it is bound, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) accelerate the maturity or performance of any such Contract 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
(fe) 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 Acquired Companies aggregate, materially detract from the value of the assets subject thereto or materially impair the Seller.operations of Parent). Except as set forth in Part 3.4 of the Parent Disclosure Schedule, 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 or Government Authority in connection with (x) the execution, delivery or performance of this
Appears in 1 contract
Samples: Merger Agreement (Broadsoft 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 2.6 on Section 3.5 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (ix) the execution, delivery or performance of this Agreement or by the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related AgreementsCompany, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Constituent Documents or the organizational documents of the SellerCompany’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 Law or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject, except as would not reasonably be expected to be material to the Company or its business;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies Company, or the Seller require any notice to or that otherwise relates to the business of the Acquired Companies Consent by any Governmental Body or the Seller or to any of the assets owned, used or controlled by the Acquired Companies or the Seller;third party.
(d) 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 or require any notice or Consent under, any provision of any Company Contract or any Contract to which the Seller is a partyContract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such 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 such Contract Company Contract; or (iiiiv) cancel, terminate or modify any such term of any Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies or the SellerCompany (except for Permitted Encumbrances).
Appears in 1 contract
Samples: Merger Agreement (Orgenesis Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 material Governmental Authorization that is held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Material Contract, or (iii) cancel, terminate or modify any such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Seller.aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Company Disclosure Schedule, and except as may be required by the HSR Act and the CGCL, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, ------------------------------------- delivery or performance of this Agreement or the Related AgreementsAgreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionstransactions contemplated by this 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 of (i) any of the provisions of the Constituent Documents Company's charter documents, or (ii) any resolution adopted by the organizational documents Company's stockholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, 5.20.4. contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Contract Material Agreement that is or any Contract to which the Seller is would constitute a partyMaterial Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any such ContractMaterial Agreement, (ii) accelerate the maturity or performance of any such Contract Material Agreement, 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)Material Agreement; or
(f) 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 Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except for the Georgia Certificate of Merger, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of any of the transactions contemplated by this Agreement, other than such filings or Consents that the lack of which can not be reasonably expected to have a Material Adverse Effect on the Company and the Merger.
Appears in 1 contract
Samples: Merger Agreement (Viryanet LTD)
Non-Contravention; Consents. Except as set forth in Part 2.6 of (a) Neither the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) the execution, execution and delivery or performance of this Agreement or any other Transaction Document to which the Related Agreements, Company or (ii) the consummation any of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related AgreementsSelling Shareholders is a party, nor the consummation or performance of any of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of of(i) any of the provisions of the Constituent Documents articles of incorporation or bylaws of the Company, or (ii) any resolution adopted by the shareholders, board of directors or any committee of the board of directors of the Company, or the organizational documents provision of any agreement, whether or not written, between the Sellerholders 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 Contemplated Transactions or to exercise any remedy or obtain any relief under, any Requirement of Law or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies Company or any of the SellerSelling Shareholders, or any of the assets owned, owned or used or controlled by the Acquired Companies Company or any of the SellerSelling Shareholders, is subject;
(ciii) except as set forth in Part 2.6(ccause the Company to become subject to, or to become liable for the payment of, any Tax;
(iv) cause any of the assets owned or used by the Company Disclosure Schedule, or any of the Selling Shareholders to be reassessed or revalued by any taxing authority or other Governmental Authority;
(v) 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 held by the Acquired Companies Company or the Seller any of its employees or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(dvi) 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 the Company Contract or any Contract to which the Seller is a party, or Contracts;
(vii) give any Person the right to (i) declare a default or exercise any remedy under any such Contract, Company Contract (ii) accelerate the maturity or performance of any such Company Contract or (iii) cancel, terminate or modify any such Company Contract;
(eviii) require any filing with, notice to or consent from 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 case as a result of the change in control of the Company, or otherwise resulting from the Transactions;
(other than ix) contravene, conflict with or result in a violation or breach of or a default under any Governmental Body)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
(fx) result in the imposition or creation of any Encumbrance Lien upon or with respect to any asset owned or used by the Acquired Companies Company.
(b) Neither the Company nor any of the Selling Shareholders 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 this Agreement or any of the other Transaction Documents or the Sellerconsummation or performance of any of the Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents certificate of incorporation, bylaws or the other charter or organizational documents of the SellerCompany, as 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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 underunder (or an event which with notice or lapse of time or both would become a default), any provision of any Company Contract or any Contract to which the Seller is a partyMaterial Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such 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 Contract Material Contract, or (iiiiv) cancel, terminate or modify any term of such Material Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies or the Seller.
Appears in 1 contract
Samples: Merger Agreement (Compurad Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.18 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's charter documents (including its operating agreement), or (ii) any resolution adopted by the organizational documents Company's members, the Company's management committee or any committee of the SellerCompany's management committee;
(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 transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyCompany 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (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 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 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except for Consents which the failure to obtain would not have a Company Material Adverse Effect or prevent or delay the Merger or the Sellerother transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.22 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the Seller;
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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
; (c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the Seller;
Company; (d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
; or (e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.22 of the Disclosure Schedule and by the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither (i1) the execution, delivery or performance of this Agreement or the Related AgreementsAgreement, or nor (ii2) the consummation by the Company of the Contemplated Transactions. Neither the execution, delivery Arrangement or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents articles or the certificate of incorporation, bylaws or other charter or organizational documents of the SellerCompany, or (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 of 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 Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of to the Company Disclosure ScheduleCompany’s knowledge, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Contract that constitutes a Company Contract or any Contract to which the Seller is a partyMaterial Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such 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 Contract, or (iiiiv) cancel, terminate or modify any term of such Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (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 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 Sellertransfer of any material asset of the Company to any Person. Except as may be required by the Interim Order, the Final Order, applicable securities laws or the BCA, the Company was not, is not nor will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (i) the execution, delivery or performance of this Agreement by the Company, or (ii) the consummation by the Company of the Arrangement or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions Incorporation Documents, or (ii) any resolution adopted by the Company's stockholders, board of directors or any committee of the Constituent Documents or the organizational documents Company's board of the Sellerdirectors;
(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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(cC) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(dD) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fE) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company. Except as may be required by the DGCL or the SellerCalifornia Code, the 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 Governmental Body or any industry regulatory body in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Home Director Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.22 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (iA) the execution, delivery or performance of this Agreement or any of the Related Agreements, or other agreements referred to in this Agreement; nor (iiB) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother transactions contemplated by this Agreement, will 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 Constituent Documents certificate of incorporation or the bylaws (or similar organizational documents documents) of the SellerCompany; or (ii) any resolution adopted by the stockholders of the Company, the 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyContract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Company Contract, ; (ii) accelerate the maturity or performance of any such Contract Company 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)Company Contract in each case which would result in a Company Material Adverse Effect; or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for Permitted Encumbrances). The Company is not, nor will it be, required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (x) the Sellerexecution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement; or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement; except for (I) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (II) notices to the Company’s stockholders required by the DGCL, the CCC and the Company’s certificate of incorporation.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company’s Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by the organizational documents Company’s stockholders, the Company Board or any committee of the SellerCompany 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company).
Appears in 1 contract
Samples: Merger Agreement (Cavium, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionstransactions 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 (i) any of the provisions of The Company's Articles of Association or Memorandum of Association, or (it) any resolution adopted by the Constituent Documents Company's stockholders, the Company's board of directors or the organizational documents any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to To any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Contract Material Agreement that is or any Contract to which the Seller is would constitute a partyMaterial Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any such ContractMaterial Agreement, (ii) accelerate the maturity or performance of any such Contract Material Agreement, 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)Material Agreement; or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Terayon Communication Systems)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's Articles of Incorporation or Regulations, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Digitalthink Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company’s articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company’s Securityholders, the Company’s board of directors or any committee of the SellerCompany’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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreement, document or instrument referred to in or contemplated by this Agreement, nor (ii2) the consummation of the Contemplated Transactions. Neither Transaction or any of the execution, delivery or performance of other transactions contemplated by this Agreement or the Related Agreementsany such other agreement, nor the consummation of the Contemplated Transactionsdocument 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 the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the Company's shareholders or the organizational documents Company's board of the Sellerdirectors;
(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 transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyContract, 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent (other than Shareholder Consent) from, any Person in connection with (x) the 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 other transactions contemplated by this Agreement or contemplated by any other agreement, document or instrument 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 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement by the Company, or nor (ii2) the consummation by the Company of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents certificate of incorporation, bylaws or the other charter or organizational documents of the SellerCompany, or (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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by any of the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is that constitutes a partyMaterial Contract, or give any Person the right to (i) declare a default or exercise any remedy under any 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 Contract Company Contract, or (iiiiv) cancel, terminate or modify any term of such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company); or Except as may be required by the Exchange Act, the NGCL, and the 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, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement by the Company, or (y) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement by Parent, or nor (ii2) the consummation by Parent of the Contemplated Transactions. Neither the execution, delivery Combination or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents certificate of incorporation, bylaws or the other charter or organizational documents of Parent, or (ii) any resolution adopted by the Sellerstockholders, 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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerParent Entities, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerParent Entities, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Parent Entities or that otherwise relates to the business of any of the Acquired Companies or the Seller Parent Entities or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerParent Entities;
(d) 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 Company Parent Contract or any Contract to which the Seller is that constitutes a partyParent Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such 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 Contract Parent Contract, or (iiiiv) cancel, terminate or modify any term of such Parent Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Parent Entities (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Entities).
(f) Except as may be required by the Exchange Act, the DGCL, or regulation and the 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, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement by the Parent Entities, or (y) the consummation by Parent of the Combination or any of the other 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 2.6 (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 Company Disclosure ScheduleCertificate of Merger required by the DGCL, no filing with, notice to or consent from any Governmental Body is required in connection with neither (ix) the execution, delivery or performance of this Agreement or by the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related AgreementsCompany, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of any of the provisions of the Constituent Documents or the organizational documents of the SellerCompany’s Organizational Documents;
(bii) contravene, conflict with or result in a material violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order, writ, injunction, judgment or decree to Order by which the Acquired Companies Company or the Sellerits Subsidiaries, or any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerits Subsidiaries, is subject;
(ciii) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, 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 held by the Acquired Companies Company or the Seller or that otherwise relates to the business of the Acquired Companies or the Seller or to any of the assets owned, used or controlled by the Acquired Companies or the Sellerits Subsidiaries;
(div) 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 Company Contract or any Contract to which the Seller is a partyMaterial Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Company 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 such Company Material Contract or (iiiD) cancel, terminate or modify any such term of any Company Material Contract;
(e) require , except in the case of any filing withnon-material breach, notice to default, penalty or consent from any Person (other than any Governmental Body)modification; or
(fv) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company or its Subsidiaries (except for Permitted Encumbrances).
(b) Except for (i) the SellerRequired Company Stockholder Vote, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) any required filings under any Israeli and foreign antitrust Law (including without limitation, the Israel Competition Law), (iv) the execution of an IIA Undertaking to the Israeli Authority for Technological Innovation (also known as the Israeli Innovation Authority) (the “IIA”), (v) approval of the IROC, and (vi) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, neither the Company nor any of its Subsidiaries was, is, or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions.
(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 Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither: (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements, documents or instruments referred to in this Agreement; nor (ii2) the consummation of the Contemplated Transactions. Neither Merger or any of the execution, delivery or performance of other transactions contemplated by this Agreement or the Related Agreementsany such other agreement, nor the consummation of the Contemplated Transactionsdocument or instrument, 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 Constituent any Charter Documents or the organizational documents of the SellerCompany; or (ii) any resolution adopted by the stockholders, 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 any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the Seller, Company or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Company Contract, ; (ii) accelerate the maturity or performance of any such Contract Company Contract; or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and the 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: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement; or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or any other agreements, documents or instruments referred to or contemplated by this Agreement or any of the Related Agreementstransactions contemplated by this Agreement or any other agreements, documents or instruments referred to or contemplated herein, nor the consummation of the Contemplated TransactionsMerger, 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 Constituent Documents Holdings' or the organizational documents Company's certificates of incorporation or bylaws, or (ii) any resolution adopted by the SellerCompany's Stockholders, Holdings' stockholders or the Company's or Holdings' 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyContract, 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company).
(f) The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or 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 other transactions contemplated by this Agreement or contemplated by any other agreement, document or instrument referred to in or contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Packeteer Inc)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.20 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents VGI's certificate of incorporation or the organizational documents bylaws, or (ii) any resolution adopted by VGI's stockholders, VGI's board of the Sellerdirectors 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerVGI, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerVGI, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller VGI or that otherwise relates to the VGI's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerVGI;
(d) 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 material provision of any Company VGI 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 such VGI Contract, (ii) accelerate the maturity or performance of any material provision of such Contract VGI Contract, or (iii) cancel, terminate or modify any such VGI Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies or the Seller.VGI (except for minor liens that will
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company's articles of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). The Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionstransactions 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 (i) any of the provisions of the Constituent Documents Company's Articles of Association or Memorandum of Association, or (ii) any resolution adopted by the organizational documents Company's shareholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Contract Material Agreement that is or any Contract to which the Seller is would constitute a partyMaterial Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any such ContractMaterial Agreement, (ii) accelerate the maturity or performance of any such Contract Material Agreement, 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)Material Agreement; or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (i) the 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 transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Terayon Communication Systems)
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither: (i1) the execution, delivery or performance of this Agreement or any of the Related Agreements, or other Transactional Agreements by the Company; nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation of the Contemplated Transactions, 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 Constituent any Charter Documents or the organizational documents of the SellerCompany; or (ii) any resolution adopted by the members or managers 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the Seller, Company or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyContract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Company Contract, ; (ii) accelerate the maturity or performance of any such Contract 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;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company, except for Permitted Liens. 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 Governmental Body or any counterparty to a Company Contract in connection with: (x) the Sellerexecution, delivery or performance of this Agreement or any of the other Transactional Agreements; or (y) the consummation of the Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionstransactions 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 (i) any of the provisions of the Constituent Documents Company's Articles of Association or Memorandum of Association, or (ii) any resolution adopted by the organizational documents Company's stockholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Contract Material Agreement that is or any Contract to which the Seller is would constitute a partyMaterial Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any such ContractMaterial Agreement, (ii) accelerate the maturity or performance of any such Contract Material Agreement, 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)Material Agreement; or
(fe) result in the imposition or creation of any lien or Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Terayon Communication Systems)
Non-Contravention; Consents. (a) Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither: (i1) the execution, delivery or performance of this Agreement or any Ancillary Agreements by the Related Agreements, or Company and its Subsidiaries; nor (ii2) the consummation of the Contemplated Transactions. Neither Merger or any of the execution, delivery or performance of other transactions contemplated by this Agreement or the Related Agreements, nor the consummation of the Contemplated Transactionsany Ancillary 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 of: (A) any of the provisions of the Constituent any Charter Documents or the organizational documents of the SellerCompany or any of its Subsidiaries; or (B) any resolution adopted by the stockholders, board of directors or any committee of the board of directors of the Company or any of its 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 transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, any of its Subsidiaries or any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerany of its Subsidiaries, is subject;
(ciii) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies Company or the Seller any of its Subsidiaries or that otherwise relates to the Company’s or any of its Subsidiaries’ business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies Company or the Sellerany of its Subsidiaries;
(div) 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 Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Company Contract, ; (iiB) accelerate the maturity or performance of any such Contract Company Contract; or (iiiC) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fv) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company or any of its Subsidiaries, other than a Permitted Encumbrance.
(b) Except for the Sellerfiling of the Certificate of Merger with the Secretary of State of the State of Delaware and as set forth in Part 2.21 of the Disclosure Schedule, neither the Company nor 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: (i) the execution, delivery or performance of this Agreement or any of the Ancillary Agreements; or (ii) the consummation of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Oclaro, Inc.)
Non-Contravention; Consents. Except as set forth in Part 2.6 2.27 of the Company Disclosure Schedule, no filing with, notice to or consent from neither the execution and delivery of any Governmental Body is required in connection with (i) the execution, delivery or performance of this Agreement or the Related Agreements, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Transactional Agreements, nor the consummation or performance of any of the Contemplated Transactions, 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 Constituent Documents Company’s certificate of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company’s stockholders, the Company’s board of directors or any committee of the SellerCompany’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 Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies Company or any of the SellerSelling Stockholder, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) cause the Company, the Purchaser or any affiliate of the Purchaser to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by the Company Disclosure Schedule, to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) 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 held by the Acquired Companies Company or the Seller any of its employees or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(df) 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 Company Contract or any Contract to which the Seller is a party, or Contract;
(g) 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(eh) require contravene, conflict with or result in a violation or breach of or a default under any filing withprovision of, notice to or consent from give any Person (other than the right to declare a default under, any Governmental Body)Contract to which any of the Selling Stockholder is a party or by which any of the Selling Stockholder is bound; or
(fi) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company. Except as set forth in Part 2.27 of the Disclosure Schedule, neither the Company nor the 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 Sellerconsummation or performance of any of the Transactions.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.21 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents Company’s Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by the organizational documents Company’s stockholders, the Company Board or any committee of the SellerCompany 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any Company Contract that is or any Contract to which the Seller is would constitute a partyMaterial 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fe) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Except as set forth in Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Non-Contravention; Consents. Except as set forth in Part 2.6 on Section 2.22 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with (i) neither the execution, execution and delivery or performance of this Agreement or the Related Agreementsother Transactional Agreements to which the Company, a Stockholder, or (ii) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreementsa Key Employee is a party, nor the consummation or performance of any of the Contemplated Transactions, 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 Constituent Documents Company’s certificate of incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Stockholders, the Company’s board of directors or any committee of the SellerCompany’s board of directors, if 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 Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(ccause the Company to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by the Company Disclosure Schedule, to be reassessed or revalued by any taxing authority or other Governmental Body;
(e) 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 held by the Acquired Companies Company or the Seller any of its employees or that otherwise relates to the Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(df) 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 the Company Contract or any Contract to which the Seller is a party, or Contracts;
(g) 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 Contract Company Contract, or (iii) cancel, terminate or modify any such Company Contract;
(eh) require any filing with, notice to or consent from 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 than contingent obligations of any Governmental Body)nature whatsoever of the Company in favor of any Person, in any such case as a result of the change in control of the Company or otherwise resulting from the Transactions; or
(fi) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company. Except as set forth in Section 2.22 of the Company Disclosure Schedule, the Company will not be required to make any filing with or give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement and the other Transactional Agreements or the Sellerconsummation 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 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 of (i) any of the provisions of the Constituent Documents Company's Articles of Incorporation or bylaws, or (ii) any resolution adopted by the organizational documents Company's stockholders, the Company's board of directors or any committee of the SellerCompany'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 Contemplated Transactions transactions contemplated by this Agreement, or to exercise any remedy or obtain any relief under, under any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the Company's business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyMaterial 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 Contract or Material Contract, (iii) cancel, terminate or modify any such Material Contract;, or (iv) object to the assignment of any Material Contract; or
(e) require contravene, conflict with or result in a violation or breach of, or result in a default under, any filing with, notice to provision of the Company's Stock Option Plans or consent from any Person (other than any Governmental Body)the option agreements outstanding thereunder; or
(f) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). Other than as listed on Part 2.21 of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, or (z) the assignment to, or assumption by, the 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 2.6 2.25 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement by the Company, or nor (ii2) the consummation by the Company of the Contemplated Transactions. Neither the execution, delivery Combination or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents certificate of incorporation, bylaws or the other charter or organizational documents of any of the SellerCompany Entities, or (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 Contemplated Transactions other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which any of the Acquired Companies or the SellerCompany Entities, or any of the assets owned, owned or used or controlled by any of the Acquired Companies or the SellerCompany Entities, is subject;
(cC) except as set forth in Part 2.6(c) of the 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 held by any of the Acquired Companies or the Seller Company Entities or that otherwise relates to the business of any of the Acquired Companies or the Seller Company Entities or to any of the assets owned, owned or used or controlled by any of the Acquired Companies or the SellerCompany Entities;
(dD) 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 Company Entity Contract or any Contract to which the Seller is that constitutes a partyCompany Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such 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 Contract Company Entity Contract, or (iiiiv) cancel, terminate or modify any term of such Company Entity Contract;
(e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(fE) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Companies Company Entities (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Company Entities).
(F) Except as 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 Company Entities was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement by the Company, or (y) the consummation by the Company of the Combination or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Med-Design Corp)
Non-Contravention; Consents. Except as set forth in Part 2.6 on Section 3.04 of the Company Disclosure ScheduleSchedules, no filing with, notice to or consent from any Governmental Body is required in connection with neither (ix) the execution, delivery or performance of this Agreement or by the Related AgreementsCompany, or nor (iiy) the consummation of the Contemplated Transactions. Neither the execution, delivery or performance of this Agreement or the Related Agreements, nor the consummation of the Contemplated TransactionsTransaction, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Constituent Documents or the organizational documents of the SellerCompany’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 Contemplated Transactions Transaction or to exercise any material remedy or obtain any material relief under, any Law or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the Seller, Company is subject, except as would not reasonably be expected to be material to the Company or its business;
(c) except as set forth in Part 2.6(c) of the Company Disclosure Schedule, 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 held by the Acquired Companies or the Seller or that otherwise relates Company, except as would not reasonably be expected to be material to the business of the Acquired Companies Company or the Seller or to any of the assets ownedits business, used or controlled by the Acquired Companies or the Sellertaken as a whole;
(d) 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 Company Contract or any Contract to which the Seller Company is a party, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Contract, 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 such Contract Contract; or (iiiiv) cancel, terminate or modify any term of any Contract, except in any such Contract;
(e) require any filing with, notice case as would not be reasonably likely to be material to the Company or consent from any Person (other than any Governmental Body)its business; or
(fe) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Acquired Companies Company (except for Permitted Encumbrances). Except for (i) any consent or notice set forth on Section 3.04 of the SellerDisclosure Schedule, 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 Company is and will not be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with (A) the execution, delivery or performance of this Agreement, or (B) the consummation of the Contemplated 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 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither: (i1) the execution, delivery or performance of this Agreement or any of the Related other agreements, documents or instruments referred to in this Agreement (including the Spin-Off Agreements, or ); nor (ii2) the consummation of any of the Contemplated Transactions. Neither the execution, delivery or performance of transactions contemplated by this Agreement or any other agreement, document or instrument referred to in this Agreement (including the Related Spin-Off Agreements, nor the consummation of the Contemplated Transactions), 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 Constituent Charter Documents of any Acquired Company; or (ii) any resolution adopted by the organizational documents members, board of managers or any committee of the Sellerboard of managers of any 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Order, writ, injunction, judgment or decree Order to which the any Acquired Companies or the Seller, Company or any of the assets owned, owned or used or controlled by the any Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the any Acquired Companies or the Seller Company or that otherwise relates to the any Acquired Company’s business of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by the any Acquired Companies or the SellerCompany;
(d) except as set forth in Part 2.6(d(i) 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 Company Material Contract or any Company Contract to which the Seller is where such contravention, conflict, violation, breach or default would result in a partymaterial Liability of, or otherwise have a material impact on, the Acquired Companies, or (ii) give any Person the right to to: (iA) declare a default or exercise any remedy under any such Material Contract, ; (iiB) accelerate the maturity or performance of any such Contract 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 filing with, notice Acquired Company or any of its Affiliates to or consent obtain any Consent from any Person (Governmental Body or other than Person, with regard to any Company Product, or to make any filing with any Governmental Body)Body or to any other Person, with regard to a Company Product; or
(f) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any Acquired Company (except for Permitted Encumbrances). Except for the Acquired Companies expiration or early termination of waiting periods under the HSR Act and the expiration of waiting periods or the Sellerreceipt of approvals or consents required under any other competition, 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: (x) the 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 transactions contemplated by this Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with Neither
(ia) the execution, delivery or performance of this Agreement or the Related Agreementsany other agreement, document or instrument contemplated by this Agreement nor (iib) the consummation of the Contemplated Transactions. Neither Purchase or any of the execution, delivery or performance of other transactions contemplated by this Agreement or the Related Agreementsany such other agreement, nor the consummation of the Contemplated Transactionsdocument or instrument, will directly or indirectly (with or without notice or lapse of time):
): (a) contravene, conflict with or result in a violation of (1) any of the provisions of the Constituent Documents or the organizational charter documents of any of the Seller;
Companies or (2) any resolution adopted by the shareholders or board of directors of any of the 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which any of the Acquired Companies Companies, any of the assets owned or used by any of the SellerCompanies, or any of the assets owned, used or controlled by the Acquired Companies or the Seller, Shareholders is subject;
; (c) except as set forth in Part 2.6(c) of the 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 held by any of the Acquired Companies or the Seller or that otherwise relates to the business of any of the Acquired Companies or the Seller or to any of the assets owned, owned or used or controlled by any of the Acquired Companies or the Seller;
Companies; (d) except as set forth in Part 2.6(d) to the best of the Knowledge of the Company Disclosure Scheduleand the Principal Shareholders, contravene, conflict with or result in a violation or breach Breach of, or result in a default under, any provision of any Company Contract or any Contract to which the Seller is a partyContract, or give any Person the right to (i1) declare a default or exercise any remedy under any such Company Contract, (ii2) accelerate the maturity or performance of any such Company Contract or (iii3) cancel, terminate or modify any such Company Contract;
; or (e) require any filing with, notice to or consent from any Person (other than any Governmental Body); or
(f) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any of the Shares or 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 Companies). None of the Companies or Shareholders is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (a) the Sellerexecution, delivery or performance of this Agreement or any other agreement, document or instrument referred to in or contemplated by this Agreement or (b) the consummation of the Purchase or any of the other transactions contemplated by this Agreement or contemplated by any other agreement, document or instrument referred to in or contemplated by this Agreement, except that consents of the appropriate Family Courts were required in connection with the sale of Shares by the Shareholders under the age of 18, which consents have been obtained and are in full force and effect.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 2.6 2.22 of the Company Disclosure Schedule, no filing with, notice to or consent from any Governmental Body is required in connection with neither (i1) the execution, delivery or performance of this Agreement or any of the Related Agreementsother agreements referred to in this Agreement, or nor (ii2) the consummation of the Contemplated Transactions. Neither the execution, delivery Merger or performance of this Agreement or the Related Agreements, nor the consummation any of the Contemplated Transactionsother 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 (i) any of the provisions of the Constituent Documents articles of incorporation or the organizational documents bylaws of the SellerCompany or (ii) any resolution adopted by the shareholders of the Company, the 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 Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any Orderorder, writ, injunction, judgment or decree to which the Acquired Companies or the SellerCompany, or any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany, is subject;
(c) except as set forth in Part 2.6(c) of the 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 held by the Acquired Companies or the Seller Company or that otherwise relates to the business of the Acquired Companies or the Seller Company or to any of the assets owned, owned or used or controlled by the Acquired Companies or the SellerCompany;
(d) 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 Company Contract or any Contract to which the Seller is a partyContract, 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;
(e) require any filing with, notice result in the disclosure or delivery to or consent from any Person (other than of the source code, or any Governmental Body)portion or aspect of the source code, of any Company Proprietary Asset; or
(f) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Acquired Companies Company (except for minor liens that will not, in any case or in the Selleraggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company. Except as set forth in Part 2.22 of the Disclosure Schedule, the Company is not and will not be, required to make any filing with, or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Acuson Corp)
