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Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 5 contracts

Samples: Merger Agreement, Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (COURIER Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance by Xxxxxxxxx of this Agreement by the Company Transaction Documents to which it is a party, and the consummation by the Company of the transactions contemplated by this Agreement will not: thereby (including the Transaction), do not (i) result in a breach or violation of, or default under, contravene (A) any provision of the provisions Organizational Documents of Purchaser or (B) any Law (except for Laws pertaining to the Company Charter Documents or the comparable governing instruments US federal regulation of any of the other Acquired Corporationscannabis); (ii) except as set forth on Section 5.2(a) of the Purchaser Disclosure Schedule conflict with, result in any breach of, constitute a default (or event which with or without the giving of notice or lapse of time time, or both, result in would become a breach default) under, require any Permit or violation consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, Contract, lease, sublease, license, Permit, franchise or other instrument or arrangement to which Purchaser is a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approvalparty. (b) Except for filings required by the Exchange ActNo consent, the MBCAapproval, the LLCAPermit, Chapter 110C of the Massachusetts General LawsGovernmental Order, the Antitrust Laws and the rules and regulations of NASDAQ declaration or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain notice to, any consent Governmental Authority is required by or waiver from any Person with respect to Purchaser in connection with the execution, execution and delivery and performance of this Agreement, including the consummation by the Company of the Merger Agreement and the other transactions contemplated by Transaction Documents and the consummation of the Transaction, except: (i) as has already been obtained, (ii) for such consents as may be required under any Antitrust Laws, including any statute requiring notifications this Agreementtransaction to any governmental agency charged with enforcing such laws, except those such as the HSR Act; (iii) for such filings that as may be required under the failure to make Securities Act or obtain would notExchange Act and with the SEC; (iv) for such consents, individually filings and notices as may be required under applicable corporate, state, provincial securities or “blue sky” Laws and with the CSE or Financial Industry Regulatory Authority (“FINRA”); and (v) for the other Consents of Governmental Authorities listed in Section 5.2(b) of the aggregatePurchaser Disclosure Schedule, reasonably likely to have a Company Material Adverse Effectwhich schedule shall include all Cannabis Consents (collectively, “Purchaser Third Party Consents”).

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by the Company Parent, Merger Sub and Merger LLC and the consummation by the Company Parent, Merger Sub and Merger LLC of the transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents certificate of incorporation, articles of organization, bylaws, certificate of organization or the comparable governing instruments operating agreement of any of the other Acquired CorporationsParent, Merger Sub or Merger LLC, as applicable; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation of Parent, Merger Sub or Merger LLC or loss of rights pursuant to, any Contract to any which Parent, Merger Sub or Merger LLC is bound, except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material ContractAdverse Effect; or (iii) result in a breach or violation of any Law or Order applicable to any Acquired Corporationof Parent, Merger Sub or Merger LLC, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleNASDAQ, and assuming the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus Prospectus) and obtaining the Stockholder Approval, neither the Company Parent nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company Parent, Merger Sub or Merger LLC of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (COURIER Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company Charter Documents or any Subsidiary of the comparable governing instruments Company; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of the other Acquired Corporationsits assets are subject; or (iic) conflict with, result in breach of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or the creation of any rights or obligations under or any creation of any Encumbrance Lien (other than Permitted EncumbrancesLiens) on upon any of the properties or assets of owned or operated by the Company or any Acquired Corporation or loss of rights Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract; or , except with respect to the foregoing items (iiib) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause and (iii), asc) as would not, individually or in the aggregate, would not reasonably be expected material to have the Acquired Corporations taken as a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) whole. Except for filings as may be required by the Exchange ActAct (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the MBCAMerger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the LLCADGCL, Chapter 110C of the Massachusetts General Lawsand any filing, the notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the OTC, the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementTransactions, except those filings filings, notifications, approvals, notices or Consents that the failure to make make, obtain or obtain would receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Miramar Labs, Inc.), Merger Agreement (Sientra, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by Xxxxxx and Merger Sub and of the Company CVR Agreement by Parent, and the consummation by the Company of the transactions contemplated by this Agreement Transactions, will not: (i) result in violate or constitute a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsParent or Merger Sub; (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(b) are obtained prior to the Effective Time and the filings referred to in Section 3.4(b) are made and any waiting periods with respect to such filings have terminated or without expired prior to the Effective Time, violate or constitute a violation by Parent or Merger Sub of any Legal Requirement or order applicable to Parent or Merger Sub, or to which Parent or Merger Sub are subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other adverse change of any rights right or obligations obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract to which Parent or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporationits Subsidiaries is party, except, except in the case of this clause clauses (ii) and (iii), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for the (i) filing of the certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ii) compliance with the applicable requirements of the Exchange Act (including such reports under the Exchange Act as may be required in connection with this Agreement, the CVR Agreement or any of the transactions contemplated hereby or thereby), (iii) filings required by the Exchange Actunder, and compliance with other applicable requirements of, the MBCAHSR Act and any applicable filing, the LLCA, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and (iv) compliance with the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, SEC and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approvalany national securities exchange, neither the Company Parent nor Merger Sub, nor any of its Affiliates Parent’s other Affiliates, is required to give notice to, deliver any report to, make any filing with, with or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement or the CVR Agreement by Parent or Merger Sub, including or the consummation by the Company Parent or Merger Sub of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. No vote of Parent’s or Merger Sub’s stockholders is necessary to approve this Agreement, the CVR Agreement or any of the transactions contemplated hereby or thereby (except in the case of Merger Sub as has previously been obtained).

Appears in 2 contracts

Samples: Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the HSR Act and the listing requirements of the NASDAQ Global Select Market, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (ia) result in a breach or violation of, or default under, any of the provisions of the certificate of incorporation or bylaws of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (iib) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights obligations or obligations under or any the creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or change or loss of rights pursuant to to, any Company Material Contract; or (iii) result , in a breach or violation of any Law applicable to each case, that would be binding upon any Acquired Corporation, except, in the case of this clause (iii), except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, Effect; or (c) result in the case a material breach or violation of this clause (iii), compliance with the any Legal Requirement applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) to any Acquired Corporation. Except for filings as may be required by the Exchange ActAct and state takeover laws, the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws HSR Act and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder ApprovalNASDAQ, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, delivery and performance of this Agreement, including or the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain would are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Amgen Inc), Merger Agreement (Onyx Pharmaceuticals Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and Nasdaq, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments of any bylaws (or other organizational documents) of the other Acquired CorporationsCompany Entities; (ii) cause a violation by the Company Entities of any Legal Requirement or order applicable to the Company Entities or to which the Company Entities are subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other adverse change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which the Company Entities are entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, the Company Entities; except, in the case of this clause clauses (ii), (iii) and (iv), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCAHSR Act and any applicable filing, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the SEC and any national securities exchange, the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Cti Biopharma Corp), Merger Agreement (Cti Biopharma Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleExchange Act, the executionDGCL, the HSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of the New York Stock Exchange, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents Certificate of Incorporation or bylaws (or similar organizational documents) of the comparable governing instruments of Company; (b) cause a violation by any of the other Acquired CorporationsEntities of any Legal Requirement or order applicable to any Acquired Entity, or to which any Acquired Entity is subject; or (iic) with or without notice or lapse of time or bothconflict with, result in a breach or violation of, or constitute a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, except in the case of this clause clauses “(iiib)” and “(c)”, asfor such conflicts, violations, breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Effect. Except for filings as may be required by the Exchange Act, the MBCADGCL, the LLCAHSR Act and any filing, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) the New York Stock Exchange, to the knowledge of the Company Disclosure ScheduleCompany, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMerger, except those filings filings, notifications, approvals, notices or Consents that the failure to make make, obtain or obtain would receive are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (b) If the merger of the Purchaser with and into the Company was not subject to Section 251(h) of the DGCL, such merger would have to be approved by the affirmative vote or consent of the holders of a majority of the outstanding shares of Company Common Stock.

Appears in 2 contracts

Samples: Merger Agreement (J2 Global, Inc.), Merger Agreement (Everyday Health, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by Parent and, assuming the Company accuracy of the Company’s representations and warranties set forth in Section 2.21, the consummation by the Company Parent of the transactions contemplated by this Agreement Mergers will not: not (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Organizational Documents of Parent or the comparable governing instruments of any of the other Acquired CorporationsParent Subsidiary; (ii) assuming the consents and filings referred to in Section 3.5(b) are made and obtained, conflict with or violate in any material respect any applicable Legal Requirements; or (iii) subject to Section 4.5, result in any material loss, limitation or impairment of any right of Parent or any Parent Subsidiary to own or use any assets, result in any material violation of or default (with or without notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) or default under, any change in cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a material benefit under any Contract binding upon Parent or any Parent Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any rights or obligations under or any creation Liens of any Encumbrance kind (other than Parent Permitted Encumbrances) on upon any of the properties, rights or assets of Parent or any Acquired Corporation Parent Subsidiary. (b) Except as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act or loss other applicable Antitrust Laws, applicable state securities takeover and “blue sky” laws or the rules and regulations of rights pursuant the NYSE, and neither Parent nor the Acquisition Subs, nor any Parent Subsidiary, is required to make any Material Contract; filing, registration, or (iii) result in a breach declaration with, give any notice to, or violation obtain any consent, Order, license, permit, clearance, waiver or approval from, any Governmental Entity for the execution and delivery of any Law applicable to any Acquired Corporationthis Agreement by Parent or the consummation by Parent of the Mergers, exceptthe performance by Parent of its covenants and obligations hereunder or the consummation by Parent of the Mergers, in the case of this clause (iii)each case, except as, individually or in the aggregate, would not reasonably be expected to have constitute or result in a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Metromile, Inc.), Merger Agreement (Lemonade, Inc.)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(a) 3.23 of the Company Disclosure ScheduleSchedule and assuming compliance with the applicable provisions of the DGCL, the executionHSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and the rules and regulations of NASDAQ, and in the case of the Merger, if required by applicable Legal Requirements, the receipt of the Required Company Stockholder Vote, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company; (b) cause a violation by the Company Charter Documents or the comparable governing instruments of any of Legal Requirement or order applicable to the other Acquired CorporationsCompany, or to which the Company is subject; or (iic) with or without notice or lapse of time or bothconflict with, result in a breach or violation of, or constitute a termination (or right of termination) or default under, any change in or cause or permit the termination, cancellation, acceleration or creation other change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which the Company is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result . Except as set forth in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions Part 3.23 of the MBCA Company Disclosure Schedule and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings as may be required by the Exchange ActAct (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the MBCAMerger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, any proxy statement to be distributed to the Company’s stockholders in connection with the Transactions (the “Proxy Statement”), any information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (the “Information Statement”) and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the LLCA, Chapter 110C of the Massachusetts General LawsDGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of NASDAQ, the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMerger, except those filings that the failure to make or obtain would are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Trius Therapeutics Inc), Merger Agreement (Cubist Pharmaceuticals Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleMBCA, the HSR Act and other Antitrust Laws, the NASDAQ listing rules, the Securities Act and the Exchange Act and obtaining Shareholder Approval (if required by Applicable Law), the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsDocuments; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights obligations or obligations under or any the creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation the Company or its Subsidiaries, or loss of rights rights, pursuant to any Material ContractContract (other than Employee Plans), in each case that would be binding upon the Company or its Subsidiaries; or (iii) result in a breach or violation of any Law applicable to any Acquired CorporationApplicable Law, except, except in the each case of this clause in clauses (ii) and (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as may be required by the Exchange Act, applicable provisions of the MBCA, the LLCA, Chapter 110C of the Massachusetts General HSR Act and other Antitrust Laws, the Antitrust Laws NASDAQ listing rules, the Securities Act and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus Exchange Act and obtaining the Stockholder ApprovalShareholder Approval (if required by Applicable Law), neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person at any time prior to the Closing in connection with the execution, delivery and performance of this Agreement, including or the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (CalAmp Corp.), Merger Agreement (Lojack Corp)

Non-Contravention; Consents. (a) Except as disclosed The execution and delivery of this Agreement by the Company and, assuming receipt of the Required Company Stockholder Vote and the Governmental Authorizations identified in Part 3.24(a5.1(c) of the Company Disclosure Schedule, the executionconsummation by the Company of the Mergers will not (i) cause a violation of any of the provisions of the Organizational Documents of the Company or any Company Subsidiary; (ii) assuming the consents and filings referred to in Section 2.6(b) are made and obtained, conflict with or violate any applicable Legal Requirements; or (iii) subject to Section 4.5, result in any material loss, limitation or impairment of any right of the Company or any Company Subsidiary to own or use any assets, result in any material violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a material benefit under any Contract binding upon the Company or any Company Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other than Company Permitted Encumbrances) upon any of the properties, rights or assets of the Company or any Company Subsidiary. (b) Except as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act or other applicable Antitrust Laws, applicable state securities takeover and “blue sky” laws or the rules and regulations of Nasdaq, and except as set forth in Part 2.6(b) of the Company Disclosure Schedule, the Company and the Company Subsidiaries are not required to make any filing, registration, or declaration with, give any notice to, or obtain any consent, Order, license, permit, clearance, waiver or approval from, any Governmental Entity for the execution and delivery and performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder or the consummation by the Company of the transactions contemplated by this Agreement will not: (i) result Mergers in a breach or violation ofeach case, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely be material to have the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole.

Appears in 2 contracts

Samples: Merger Agreement (Metromile, Inc.), Merger Agreement (Lemonade, Inc.)

Non-Contravention; Consents. (ai) Except Provided that the consents, approvals, authorizations and other actions described in Section 3.1(c)(ii) have been obtained or taken and except as disclosed set forth in Part 3.24(aSection 3.1(c)(i) of the Company Sellers’ Disclosure ScheduleLetter and except as may result from any facts or circumstances relating to Buyer or any of its Affiliates, the execution, delivery and performance by Sellers of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement hereby will not: , (iA) result in a breach or violation of, or default under, conflict with any of the provisions of the Company Charter Documents articles or the certificates of incorporation or by-laws or comparable governing instruments organizational documents of any Seller or of the other any Acquired Corporations; Company or Acquired Company Subsidiary, (iiB) conflict with, result in a breach of or default (with or without notice or lapse of time time, or both, result in ) under or give rise to a breach or violation of, a termination (or right of termination) or default termination under, any change in contract, agreement, Permit or acceleration instrument to which any Seller, Acquired Company or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; Company Subsidiary is a party or (iiiC) result subject to the matters referred to in a breach or violation Section 3.1(c)(ii), contravene any Requirements of any Law applicable to any Seller, Acquired CorporationCompany or Acquired Company Subsidiary, except, in the case of this clause clauses (iiiB) and (C), asfor such violations, individually conflicts, breaches or in the aggregate, defaults which would not reasonably be expected to have a Company Material Adverse Effect Effect. (ii) No consent, approval or authorization of, or declaration or filing with, or notice to, any domestic or foreign court, governmental or regulatory authority or agency (each, a “Governmental Entity”) is required by or with respect to any Seller, Acquired Company or Acquired Company Subsidiary in connection with the execution and assuming, in the case delivery of this clause (iii), compliance with Agreement by Sellers or the applicable provisions consummation by Sellers of any of the MBCA and the LLCAtransactions contemplated hereby, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, except for: (A) the filing of pre-merger notification and report forms under the S-4 Registration Statement HSR Act; (including B) the Proxy Statement/Prospectusapprovals, filings and notices required under the insurance Laws of the jurisdictions in which the Insurance Companies are organized or licensed to transact the business of insurance; (C) the approvals, filings and obtaining Stockholder Approval. (b) Except notices required for filings required by a change in control of a registered broker-dealer and/or a registered investment adviser under the rules of NASD, Inc., the Exchange Act, the MBCAInvestment Advisers Act and applicable state Laws; (D) such other consents, the LLCAapprovals, Chapter 110C of the Massachusetts General Lawsauthorizations, the Antitrust Laws and the rules and regulations of NASDAQ declarations, filings or except notices as disclosed are set forth in Part 3.24(bSection 3.1(c)(ii) of the Company Sellers’ Disclosure ScheduleLetter; and (E) such other consents, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approvalapprovals, neither the Company nor any of its Affiliates is required to give notice toauthorizations, deliver any report todeclarations, make any filing with, filings or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that notices which the failure to obtain or make or obtain would not, individually or in the aggregate, not reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Protective Life Insurance Co), Stock Purchase Agreement (Protective Life Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments of any bylaws (or other organizational documents) of the other Acquired CorporationsCompany; (ii) cause a violation by any Acquired Company of any Legal Requirement or order applicable to an Acquired Company, or to which an Acquired Company is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which an Acquired Company is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, exceptCompany, in the case of this clause each of clauses (ii), (iii), as) and (iv) except as would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except Assuming the accuracy of the representations set forth in Section 4.4(b), except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCAHSR Act and any applicable filing, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and any national securities exchange, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Companies are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure as would not reasonably be expected to make or obtain would nothave, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Gilead Sciences Inc), Agreement and Plan of Merger (Kite Pharma, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by the Company Parent, Merger Sub and Merger LLC and the consummation by the Company Parent, Merger Sub and Merger LLC of the transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents articles of incorporation, articles of organization, bylaws, certificate of organization or the comparable governing instruments operating agreement of any of the other Acquired CorporationsParent, Merger Sub or Merger LLC, as applicable; (ii) except as set forth in Part 4.4(a)(ii) of the Parent Disclosure Schedule, with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation of Parent, Merger Sub or Merger LLC or loss of rights pursuant to, any Contract to any which Parent, Merger Sub or Merger LLC is bound, except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material ContractAdverse Effect; or (iii) result in a breach or violation of any Law or Order applicable to any Acquired Corporationof Parent, Merger Sub or Merger LLC, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQNYSE, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ NYSE or except as disclosed in Part 3.24(b4.4(b) of the Company Parent Disclosure Schedule, and assuming the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus Prospectus) and obtaining the Stockholder Approval, neither the Company Parent nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company Parent, Merger Sub or Merger LLC of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Quad/Graphics, Inc.), Merger Agreement (COURIER Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), the execution and delivery and performance of this Agreement by the Company Parent and Purchaser, and the consummation by the Company of the transactions contemplated by this Agreement Transactions, will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsParent or Purchaser; (ii) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which Parent or Purchaser is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, except in the case of this clause clauses (ii) and (iii), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except Assuming the accuracy of the representations set forth in Section 3.21(b), except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Offer Documents), the MBCADGCL, the LLCAHSR Act and any applicable filing, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, SEC and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approvalany national securities exchange, neither the Company Parent nor Purchaser, nor any of its Affiliates Parent’s other Affiliates, is required to give notice to, deliver any report to, make any filing with, with or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by Parent or Purchaser, including or the consummation by the Company Parent or Purchaser of the Offer, the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain as would not, individually or in the aggregate, reasonably likely be expected to have a Company Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has been obtained prior to the execution hereof).

Appears in 2 contracts

Samples: Merger Agreement (Gilead Sciences Inc), Agreement and Plan of Merger (Kite Pharma, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, and the listing requirements of NASDAQ, the filing of the Form F-4 (and the Proxy Statement) the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the transactions contemplated by this Agreement Contemplated Transactions do not and will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Parent Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsParent’s Subsidiaries; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any obligations, or loss of rights pursuant to any Parent material Contract or obligations under or any the creation of any Encumbrance (other than Permitted Encumbrances) on any assets of Parent or its Subsidiaries, in each case that would be binding upon Parent or any Acquired Corporation or loss of rights pursuant to any Material Contractits Subsidiaries; or (iii) result in a breach or violation of any Law or Order applicable to Parent or any Acquired Corporationof its Subsidiaries, exceptexcept in each case in clauses (i), in the case of this clause (ii) and (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings (i) as may be required by the Exchange ActAct and Takeover Statutes, the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General state securities and “blue sky” Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(bNASDAQ, (ii) the registration of the Company Disclosure Schedulecapital increase with the Commercial Register for the Share Capital Increase, (iii) as contemplated by Section 6.8, and (iv) confirmation by the court-appointed accounting firm of the determination of adequacy of the contribution-in-kind, as required by Section 7.1(g), and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company Parent nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person at any time prior to the Closing in connection with the execution, delivery and performance of this Agreement, including or the consummation by the Company Parent of the Merger and the other transactions contemplated by this AgreementContemplated Transactions, except those filings that the failure to give, deliver, make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (BioNTech SE), Merger Agreement (Neon Therapeutics, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in violate or constitute a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsCorporation; (ii) assuming that the authorizations, consents and approvals referred to in Section 2.24(b) are obtained prior to the Effective Time and the filings referred to in Section 2.24(b) are made and any waiting periods with respect to such filings have terminated or without expired prior to the Effective Time, violate or constitute a violation by any Acquired Corporation of any Legal Requirement or order applicable to an Acquired Corporation, or to which an Acquired Corporation is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or bothboth would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which an Acquired Corporation is entitled under any provision of any Contract to which any Acquired Corporation is a party; or (iv) result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any an Encumbrance (other than a Permitted EncumbrancesEncumbrance) on any of the property or assets of any Acquired Corporation or loss of rights pursuant to any Material ContractCorporation; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause clauses (ii), (iii) and (iv), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for the (i) filing of the certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ii) compliance with the applicable requirements of the Exchange Act (including the filing with the SEC of the Merger Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), (iii) filings required by the Exchange Actunder, and compliance with other applicable requirements of, the MBCAHSR Act and any applicable filing, the LLCA, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and (iv) compliance with the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and any national securities exchange, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Corporations are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by the Company and the consummation by the Company and, assuming receipt of the transactions contemplated by this Agreement will not: (i) result in a breach or violation ofRequired Company Stockholder Vote, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger will not: (i) cause a violation of any of the provisions of the Organizational Documents of the Company or any Company Subsidiary; (ii) assuming the consents and filings referred to in Section 2.19(b) are made and obtained, conflict with or violate any applicable Legal Requirements; or (iii) subject to Section 4.7, result in any loss, limitation or impairment of any right of the Company or any Company Subsidiary to own or use any assets, result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any obligation or to the loss of a benefit under any contract, loan, indebtedness, mortgage, lease, agreement, instrument, permit, franchise, right or license binding upon the Company or any Company Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other transactions contemplated by this Agreementthan Company Permitted Encumbrances) upon any of the properties, except those filings that rights or assets of the failure to make Company or obtain any Company Subsidiary, except, in the cases of clauses “(ii)” and “(iii),” as would not, individually or in the aggregate, reasonably likely be expected to have constitute or result in a Company Material Adverse Effect or to prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Merger. (b) Except as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act or other applicable Antitrust Laws, applicable state securities takeover and “blue sky” laws, the rules and regulations of Nasdaq, the Company and the Company Subsidiaries are not required to make any filing, registration, or declaration with, give any notice to, or obtain any consent, order, license, permit or approval from, any Governmental Entity for the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger, except as would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Analog Devices Inc), Merger Agreement (Maxim Integrated Products Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsCorporation; (ii) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to an Acquired Corporation, or to which an Acquired Corporation is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on any assets of any benefit to which an Acquired Corporation or loss is entitled under any provision of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach or violation Permitted Encumbrance) of any Law applicable to of the property or assets of any Acquired Corporation, except, except in the case of this clause clauses (ii), (iii) and (iv), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9, the MBCASchedule 13E-3 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the LLCA, Chapter 110C of the Massachusetts General LawsDGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and (if any), the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and NASDAQ, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Corporations are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings notices, filings, or Consents that the failure to make or obtain would are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Juno Therapeutics, Inc.), Merger Agreement (Celgene Corp /De/)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by the Company and, assuming receipt of the Required Company Shareholder Vote and the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.15, the consummation by the Company of the transactions contemplated by this Agreement Mergers will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Organizational Documents or the comparable governing instruments of any of the other Acquired CorporationsCompany or any Company Subsidiary; (ii) assuming the consents and filings referred to in Section 2.6(b) are made and obtained, conflict with or violate any applicable Legal Requirements; or (iii) except as set forth in the Company Disclosure Schedule, and subject to Section 4.5, result in any loss, limitation or impairment of any right of the Company or any Company Subsidiary to own or use any assets, result in any violation of or default (with or without notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) or default under, any change in cancellation, first offer, first refusal, modification or acceleration of any obligation or to the loss of a benefit under any Material Contract, or result in the creation of any rights or obligations under or any creation Liens of any Encumbrance kind (other than Company Permitted Encumbrances) on upon any of the properties, rights or assets of the Company or any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired CorporationCompany Subsidiary, except, in the case cases of this clause clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as (i) may be required by the applicable requirements of the Securities Act, the Exchange Act, the MBCAUtah Act, the LLCA, Chapter 110C of the Massachusetts General LawsDGCL, the Antitrust Laws DLLCA, applicable state securities takeover and “blue sky” laws or the rules and regulations of NASDAQ Nasdaq or except as disclosed NYSE, or (ii) in Part 3.24(b) of the Company Disclosure Schedule, and assuming connection with the filing of the Proxy Statement/Prospectus and obtaining Form S-4 with the Stockholder ApprovalSEC, neither the Company nor any of its Affiliates is and the Company Subsidiaries are not required to make any filing, registration, or declaration with, give any notice to, deliver any report to, make any filing with, or obtain any consent consent, Order, license, permit, clearance, waiver or waiver from approval from, any Person in connection with Governmental Entity for the execution, execution and delivery and performance of this AgreementAgreement by the Company, including the performance by the Company of its covenants and obligations hereunder or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMergers, in each case, except those filings that the failure to make or obtain would notas, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Superior Drilling Products, Inc.), Merger Agreement (Drilling Tools International Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments of any bylaws (or other organizational documents) of the other Acquired CorporationsCompany; (ii) cause a violation by the Company of any Legal Requirement or order applicable to the Company, or to which the Company is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which the Company is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, exceptthe Company, in the case of this clause each of clauses (ii), (iii), as) and (iv) except as would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Takeover Laws, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the SEC and any national securities exchange, the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Forty Seven, Inc.), Merger Agreement (Gilead Sciences Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by EchoStar and Merger Sub and, assuming the Company and receipt of the Required EchoStar Stockholder Vote, the consummation by the Company EchoStar and Merger Sub of the transactions contemplated by this Agreement Merger will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Organizational Documents or the comparable governing instruments of EchoStar; (ii) cause a violation of any of the other Acquired Corporationsprovisions of the Organizational Documents of any EchoStar Subsidiary (including Merger Sub); (iiiii) assuming the consents and filings referred to in Section 2.4(b) are made and obtained, conflict with or violate any applicable Legal Requirements; or (iv) result in any loss, limitation, termination or impairment of any right of EchoStar or any EchoStar Subsidiary (including to own or use any assets or rights), result in any violation of or default (with or without notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) or default under, any change in cancellation, first offer, first refusal, modification or acceleration of any obligation or to the loss of a benefit under any Contract binding upon EchoStar or any EchoStar Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any rights or obligations under or any creation Liens of any Encumbrance kind (other than EchoStar Permitted Encumbrances) on upon any of the properties, rights or assets of EchoStar or any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired CorporationEchoStar Subsidiary, except, in the case cases of this clause clauses (ii), (iii) and (iv), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company an EchoStar Material Adverse Effect. (b) Except as may be required by the Exchange Act, the Securities Act, the NRS, Nasdaq, applicable Antitrust Laws or applicable Satellite and Communications Laws, neither EchoStar nor any EchoStar Subsidiary (including Merger Sub) is required to make any filing, registration, or declaration with, give any notice to, or obtain any consent, Order, license, permit or approval from, any Governmental Entity for the execution and delivery of this Agreement by EchoStar or the consummation by EchoStar of the Merger, except as would not, individually or in the aggregate, reasonably be expected to have an EchoStar Material Adverse Effect. (c) EchoStar is not a “foreign person” or a “foreign entity,” as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), and is not controlled by a “foreign person,” as defined in the DPA.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (EchoStar CORP), Agreement and Plan of Merger (DISH Network CORP)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by Parent and, assuming the Company accuracy of the Company’s representations and warranties set forth in Section 2.22, the consummation by the Company Parent of the transactions contemplated by this Agreement Mergers will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Organizational Documents of Parent or the comparable governing instruments of any of the other Acquired CorporationsParent Subsidiary; (ii) assuming the consents and filings referred to in Section 3.6(b) are made and obtained, conflict with or violate any applicable Legal Requirements; or (iii) subject to Section 4.5, result in any loss, limitation or impairment of any right of Parent or any Parent Subsidiary to own or use any assets, result in any violation of or default (with or without notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) or default under, any change in cancellation, first offer, first refusal, modification or acceleration of any obligation or to the loss of a benefit under any Contract that is material to the business of Parent and the Parent Subsidiaries, taken as a whole, or result in the creation of any rights or obligations under or any creation Liens of any Encumbrance kind (other than Parent Permitted Encumbrances) on upon any of the properties, rights or assets of Parent or any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired CorporationParent Subsidiary, except, in the case cases of this clause clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as (i) may be required by the applicable requirements of the Securities Act, the Exchange Act, the MBCAUtah Act, the LLCA, Chapter 110C of the Massachusetts General LawsDGCL, the Antitrust Laws DLLCA, applicable state securities takeover and “blue sky” laws or the rules and regulations of NASDAQ Nasdaq or except as disclosed NYSE, or (ii) in Part 3.24(b) of the Company Disclosure Schedule, and assuming connection with the filing of the Proxy Statement/Prospectus and obtaining Form S-4 with the Stockholder ApprovalSEC, neither the Company Parent nor either Acquisition Sub, nor any of its Affiliates Parent Subsidiary, is required to make any filing, registration, or declaration with, give any notice to, deliver any report to, make any filing with, or obtain any consent consent, Order, license, permit, clearance, waiver or waiver from approval from, any Person in connection with Governmental Entity for the execution, execution and delivery and performance of this Agreement, including Agreement by Parent or the consummation by the Company Parent of the Merger Mergers, the performance by Parent of its covenants and obligations hereunder or the other transactions contemplated consummation by this AgreementParent of the Mergers, in each case, except those filings that the failure to make or obtain would notas, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Superior Drilling Products, Inc.), Merger Agreement (Drilling Tools International Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the DGCL and the listing requirements of NASDAQ, the filing of the registration statement on Form F-4 to be filed with the SEC by Parent in connection with the Merger (the “Form F-4”) (and the proxy statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger (including any amendments or supplements thereto, the “Proxy Statement”)) and obtaining the Company Disclosure ScheduleStockholder Approval, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Contemplated Transactions do not and will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsCompanies; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any obligations, or loss of rights pursuant to any Company Material Contract or obligations under or any the creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to Company, in each case that would be binding upon any Material ContractAcquired Company; or (iii) result in a breach or violation of any Law or Order applicable to any Acquired CorporationCompany, except, except in the each case of this clause in clauses (ii) and (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as may be required by the Exchange ActAct or Takeover Statutes, the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleNASDAQ, and assuming the filing of the Proxy Statement/Prospectus Statement and obtaining the Company Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person at any time prior to the Closing in connection with the execution, delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementContemplated Transactions, except those filings that the failure to give, deliver, make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (BioNTech SE), Merger Agreement (Neon Therapeutics, Inc.)

Non-Contravention; Consents. (a) Except as disclosed The execution and delivery by Seller of this Agreement and by each Seller Party of each other Transaction Document to which it is a party does not, and the performance by Seller of this Agreement and by each Seller Party of each other Transaction Document to which such Seller Party is a party will not, require any Consent or Permit of, registration, declaration or filing with, or notification to, any Governmental Authority, except (i) under applicable Antitrust Laws or Investment Screening Laws, (ii) under the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), or applicable blue sky laws, (iii) compliance with any Permits relating to the Business, (iv) for such other Consents, filings or notifications, the failure of which to make or obtain would not reasonably be expected to have, individually or in Part 3.24(athe aggregate, a Material Adverse Effect, and (v) those required by reasons of the regulatory status or operations of Purchaser. (b) The execution and delivery by Seller of this Agreement and by each Seller Party of each of the other Transaction Documents to which such Seller Party is a party does not, and the consummation of the Transactions will not, (i) conflict with, violate or constitute a breach of, or require notice, consent or waiver under any provision of the organizational documents of the applicable Seller Party or any of their respective Subsidiaries, (ii) conflict with, violate or constitute a breach of, in each case, in any material respect, or require any notice, consent or waiver under any Legal Requirement applicable to the Business, the Seller Parties or any of their respective Subsidiaries, except with respect to the required filings and approvals set forth in Sections 4.2(a)(i) and (ii) and Schedule 4.2(b)(ii) of the Company Seller Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; Schedule or (iii) result in a breach of, constitute (with or violation without due notice or lapse of time or both) a default under, result in the creation or acceleration (or loss of benefit from) of any Law applicable rights or obligations under, or create in any party the right to, accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Material Contract to which any Acquired CorporationCompany is a party or any Shared Contract, except, in the case of this clause the foregoing clauses (ii) or (iii), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Transaction Agreement (DOVER Corp), Transaction Agreement (Terex Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(aThe execution, delivery and performance of this Agreement by the Company, and the consummation of the Transactions by the Company, will not: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of any Acquired Corporation; (ii) assuming the Company Disclosure ScheduleConsents, filings and notices referenced in Section 3.22(b) are obtained or made, as applicable, cause a violation by any Acquired Corporation of any Legal Requirement, order or Consent applicable to an Acquired Corporation, or to which an Acquired Corporation is subject; (iii) require any Consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which an Acquired Corporation is entitled under, any provision of any Contract or Real Property Lease; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of the property or assets of any Acquired Corporation, except in the case of clauses (ii), (iii) and (iv), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the rules and regulations of the SEC and NASDAQ, the Acquired Corporations are not required to give notice to, make any filing with, or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (i) result in a breach or violation ofCompany, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Table of Contents (c) The information provided by the Company to Parent in connection with its review and evaluation of matters relating to Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007 and the Foreign Investment Risk Review Modernization Act of 2018, and as implemented by Executive Order 11858, as amended, and regulations at 31 C.F.R. Part 800, is accurate and complete in all material respects as of the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Alder Biopharmaceuticals Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the DGCL, the HSR Act and other applicable Antitrust Laws, and the listing requirements of NASDAQ, the filing of the Form S-4 (and the Proxy Statement) and obtaining the Company Disclosure ScheduleStockholder Approval, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Contemplated Transactions do not and will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights obligations or obligations under or any the creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Company Material Contract, in each case that would be binding upon any Acquired Corporation; or (iii) result in a breach or violation of any Law or Order applicable to any Acquired CorporationCorporation or any of its properties or assets, except, except in the each case of this clause in clauses (ii) and (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as may be required by the Exchange ActAct and state Takeover Statutes, the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General HSR Act and other applicable Antitrust Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleNASDAQ, and assuming the filing of the Proxy Statement/Prospectus Statement and obtaining the Company Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person at any time prior to the Closing in connection with the execution, delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementContemplated Transactions, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. (c) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is aware of any fact or circumstance relating to the Company’s or any of its Subsidiaries’ respective businesses, assets, liabilities or operations that would reasonably be expected to impair, in any material respect, the ability of the parties to obtain, on a timely basis, any expiration of any waiting period or any authorization, consent, order, declaration or approval of any Governmental Body necessary and, as of the date of this Agreement, required under the HSR Act and other applicable Antitrust Laws for the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Dimension Therapeutics, Inc.)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(a3.05(a) of the Company Disclosure ScheduleLetter, the execution, execution and delivery and performance of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this AgreementAgreement and compliance with the provisions of this Agreement will not, except those filings that in the failure case of each of the following clauses (i), (ii) and (iii), assuming compliance, approval, satisfaction, completion and acceptance (as applicable) with respect to all of the matters and requirements referred to in Section 3.05(b)(i) (including receipt of the Company Stockholder Approval): (i) violate or conflict with the Company Charter Documents or the Subsidiary Charter Documents; (ii) violate or conflict with any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; or (iii) violate, conflict with or result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by the Company or any of its Subsidiaries under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to any obligation to obtain any third-party consent or provide any notice to any person under any of the terms, conditions or provisions of any Material Contract to which the Company or any of its Subsidiaries is a party except, with respect to clauses (i) (solely with respect to the Subsidiary Charter Documents), (ii) and (iii), such failures to comply, conflicts, violations, triggering of payments, terminations, accelerations, Liens, encumbrances, notices, Governmental Authorizations, authorizations, consents, approvals, breaches or defaults that would notnot reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (b) Except as set forth in Part 3.05(b) of the Disclosure Letter, no declaration, filing or registration with, or notice to, or authorization, permit, consent or approval, of any Governmental Authority or any stock market or stock exchange on which shares of Company Capital Stock are listed is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement except: (i) (A) for the filing of a premerger notification and report form by the Company under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under the competition, merger control, foreign investment screening, antitrust or similar Law of any non-U.S. jurisdiction (collectively, the “Foreign Merger Control Laws”), including obtaining each of the clearances and approvals identified in Part 3.05(b)(i)(A) of the Disclosure Letter, (B) obtaining CFIUS Clearance, ITAR Clearance, NSIA Clearance and each of the clearances and approvals identified in Part 3.05(b)(i)(B) of the Disclosure Letter, (C) the filing with the United States Securities and Exchange Commission (the “SEC”) of the Proxy Statement and such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby and such filings as may be required by state securities, takeover and “blue sky” laws, (D) as may be required by the NYSE American or any other applicable national securities exchange in connection with the delisting of the Company Common Stock and (E) for the filing of the Certificate of Merger with the Delaware Secretary (and the receipt of the Company Stockholder Approval); or (ii) where the failure to make such declaration, filing or registration or notifications to obtain such authorization, permits, consents or approvals would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Emagin Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, Takeover Laws and the rules and regulations of the SEC and NASDAQ, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments of any bylaws of the other Acquired CorporationsCompany; (ii) cause a violation by any Acquired Company of any Legal Requirement or order applicable to any Acquired Company, or to which any Acquired Company is subject; (iii) require any consent under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of termination) , amendment, cancellation, acceleration adverse to any Acquired Company, or default under, any other adverse change in or acceleration or creation of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on any assets of benefit to which any Acquired Corporation or loss Company is entitled, under any provision of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, exceptCompany, in the case of this clause each of clauses (ii), (iii), as) and (iv) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions material adverse effect on ability of the MBCA Company to consummate the Offer and the LLCA, Chapter 110C of Merger on or before the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEnd Date . (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Takeover Laws, the Antitrust Laws HSR Act and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the SEC and any national securities exchange, no Acquired Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and would not reasonably likely be expected to have a material adverse effect on ability of the Company Material Adverse Effectto consummate the Offer and the Merger on or before the End Date.

Appears in 1 contract

Samples: Merger Agreement (Immunomedics Inc)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(a) 2.22 of the Company Disclosure ScheduleSchedule and assuming compliance with the applicable provisions of the MBCA, the executionHSR Act, the Communications Laws, including receipt of the FCC Consent, the rules and regulations of NASDAQ and the receipt of the Required Company Shareholder Vote, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents Articles of Incorporation or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination bylaws (or right of terminationsimilar organizational documents) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material ContractCorporation; or (iiib) result in cause a breach or violation by any Acquired Corporation of any Law Legal Requirement or order applicable to any Acquired Corporation, or to which any Acquired Corporation is subject; or (c) conflict with, result in breach of, or constitute a default under, any Material Contract, except, in the case of this clause clauses “(iiib)” and “(c)”, asfor such conflicts, individually violations, breaches or in the aggregate, defaults as would not reasonably be expected to have a Company Material Adverse Effect material and assuming, in adverse effect on the case of this clause (iii), compliance with the applicable provisions business or operations of the MBCA Company and the LLCAits Subsidiaries, Chapter 110C taken as a whole. Except as set forth in Part 2.22 of the Massachusetts General Laws, the Antitrust Laws Company Disclosure Schedule and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings as may be required by the Exchange ActAct (including, without limitation, the requirement under the Exchange Act for the Company’s shareholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement), the MBCA, the LLCACommunications Laws, Chapter 110C including receipt of the Massachusetts General LawsFCC Consent, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) NASDAQ, none of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates Acquired Corporations is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMerger, except those filings that the failure to make or obtain would are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (XRS Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (ia) result in conflict with or cause a violation of any of the provisions of the Charter Documents of the Company or any of its Subsidiaries; (b) conflict with or cause a material violation by the Company or any of its Subsidiaries of any Legal Requirement applicable to the Company or any of its Subsidiaries; (c) constitute a breach or violation of, cause a default on the part of the Company or default any of its Subsidiaries under, result in the termination or expiration of, result in an alteration of the terms of or result in a loss of rights or options or create a lien or encumbrance on any of the provisions properties of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations its Subsidiaries under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiid) result in a breach any entitlement to or violation acceleration of any Law applicable right to any Acquired Corporation, exceptpayment or vesting owed by the Company or any of its Subsidiaries under any Material Contract, in the case of this clause clauses (iiic) and (d) other than any such breach, violation, default or right to payment or vesting that would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 3.21 of the Company Disclosure Schedule lists all consents, waivers and approvals under any of the Company’s or its Subsidiaries’ Material Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if not obtained, would individually or in the aggregate have a Company Material Adverse Effect. Except as may be required by the Exchange Act, the Exon-Xxxxxx Amendment to the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007 (“Exon-Xxxxxx”), asthe DGCL, the HSR Act or the antitrust or competition laws of foreign jurisdictions and set forth in Section 3.21 of the Company Disclosure Schedule, the Company is not required to make any filing with or to obtain any consent from any Person at or prior to the Acceptance Time or the Effective Time in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of any of the transactions contemplated by this Agreement, except where the failure to make any such filing or obtain any such consent, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Gateway Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by the Company and, assuming receipt of the Required Company Stockholder Vote and the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.17 hereof, the consummation by the Company of the transactions contemplated by this Agreement Mergers will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Organizational Documents or the comparable governing instruments of any of the other Acquired CorporationsCompany or any Company Subsidiary; (ii) assuming the consents and filings referred to in Section 2.6(b) are made and obtained, conflict with or violate any applicable Legal Requirements; or (iii) subject to Section 4.7, result in any loss, limitation or impairment of any right of the Company or any Company Subsidiary to own or use any assets, result in any violation of or default (with or without notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) or default under, any change in cancellation, first offer, first refusal, modification or acceleration of any obligation or to the loss of a benefit under any Material Contract, or result in the creation of any rights or obligations under or any creation Liens of any Encumbrance kind (other than Company Permitted Encumbrances) on upon any of the properties, rights or assets of the Company or any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired CorporationCompany Subsidiary, except, in the case cases of this clause clauses “(ii)” and “(iii), ,” as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as (i) may be required by the applicable requirements of the Securities Act, the Exchange Act, the MBCADGCL, the LLCADLLCA, Chapter 110C of the Massachusetts General HSR Act or other applicable Antitrust Laws, the Antitrust Laws applicable state securities takeover and “blue sky” laws, the rules and regulations of NASDAQ or except as disclosed Nasdaq, (ii) in Part 3.24(b) of the Company Disclosure Schedule, and assuming connection with the filing of the Proxy StatementForm S-4 with the SEC or (iii) the filing of all material applications and notices, consents, approvals, clearances, authorizations, registrations, and exemptions, as required by the FDA and any other federal, state, local or foreign Governmental Entity that is concerned with or regulates the development, marketing, labeling, sale, use, handling and control, safety, efficacy, reliability or manufacturing of, or payment for biological products, human cells, tissues, and cellular or tissue-based products (“HCT/Prospectus and obtaining the Stockholder ApprovalPs”), neither medical devices or durable medical equipment or is concerned with or regulates public health care programs (each, a “Healthcare Regulatory Authority”), the Company nor any of its Affiliates is and the Company Subsidiaries are not required to make any filing, registration, or declaration with, give any notice to, deliver any report to, make any filing with, or obtain any consent consent, Order, license, permit, clearance, waiver or waiver from approval from, any Person in connection with Governmental Entity for the execution, execution and delivery and performance of this AgreementAgreement by the Company, including the performance by the Company of its covenants and obligations hereunder or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMergers, in each case, except those filings that the failure to make or obtain would notas, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Bioventus Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the HSR Act, any applicable Antitrust Laws of Austria (to the extent required), the Exchange Act and the listing requirements of the NASDAQ, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsEntities; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights obligations or obligations under or any the creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation Entity or change or loss of rights pursuant to, any Contract, in each case that would be binding upon any Acquired Entity or to which any Material Contractof its properties are subject; or (iii) result in a breach or violation of any Law or Order applicable to any Acquired CorporationEntity, except, except in the each case of this clause in clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings No consent, waiver, approval, license, permit, order or other authorization of, or registration, declaration or filing with, any Governmental Body, is required to be obtained or made by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of with respect to the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor or any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person Subsidiaries in connection with the execution, delivery and performance of this Agreement, including Agreement or the consummation by of the Company of Offer, the Merger and the other transactions contemplated by herein, other than (i) compliance with and filings under the HSR Act and any applicable Antitrust Laws of Austria (to the extent required), (ii) the filing with the SEC of (A) the Schedule 14D-9 and (B) such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement, except those the Offer, the Merger and the other transactions contemplated herein, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iv) such filings that as may be required under the failure to make or obtain would notrules and regulations of NASDAQ in connection with this Agreement, individually or in the aggregateOffer, reasonably likely to have a Company Material Adverse Effectthe Merger and the other transactions contemplated herein.

Appears in 1 contract

Samples: Merger Agreement (Envivio Inc)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(a) 2.22 of the Company Disclosure ScheduleSchedule and assuming compliance with the applicable provisions of the TBOC, any applicable antitrust filing, notification or approval in any other relevant jurisdiction, the executionrules and regulations of NASDAQ and the receipt of the Required Company Shareholder Vote, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of formation or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination bylaws (or right of terminationsimilar organizational documents) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material ContractCorporation; or (iiib) result in cause a breach or violation by any Acquired Corporation of any Law Legal Requirement or order applicable to any Acquired Corporation, exceptor to which any Acquired Corporation is subject; or (c) conflict with, result in the case breach of, or constitute a default under or give rise to a right of this clause (iii)acceleration or termination under, as, individually any Material Contract or any Company Lease. Except as set forth in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions Part 2.22 of the MBCA Company Disclosure Schedule and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings as may be required by the Exchange ActAct (including without limitation the requirement under the Exchange Act for the Company’s shareholders to approve or disapprove, on an advisory basis, the MBCAMerger-related compensation of the Company’s named executive officers), the LLCA, Chapter 110C of the Massachusetts General LawsTBOC, the Antitrust Laws HSR Act and any antitrust filing, notification or approval in any other relevant jurisdiction and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) NASDAQ, none of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates Acquired Corporations is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person (including, without limitation, any party to a Material Contract) at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectMerger.

Appears in 1 contract

Samples: Merger Agreement (Hastings Entertainment Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleHSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the executionrules and regulations of the NYSE and applicable securities laws, and the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments of any bylaws of the other Acquired CorporationsCompany; (ii) with or without notice or lapse of time or both, result in cause a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation by the Company of any rights Legal Requirement or obligations under order applicable to the Company, or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contractwhich the Company is subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a breach default under, or violation of any Law applicable give rise to any Acquired Corporationright of purchase, excepttermination, amendment, acceleration or cancellation under, any Material Contract, except in the case of this clause clauses (ii) and (iii), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as may be required by the Exchange Act, Act (including the MBCA, filing with the LLCA, Chapter 110C SEC of the Massachusetts General Offer Documents), Takeover Laws, the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and Laws, the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleNYSE and applicable securities laws, and assuming the filing of a certificate of merger with respect to the Proxy Statement/Prospectus and obtaining Merger with the Stockholder ApprovalSecretary of State of the State of Delaware, neither the Company nor any of its Affiliates is not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMerger, except those filings filings, notifications, approvals, notices or Consents that the failure to make make, obtain or obtain receive would notnot reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Smart & Final Stores, Inc.)

Non-Contravention; Consents. (a) Except Assuming compliance with the applicable provisions of the NRS, the HSR Act (if applicable), any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, except as disclosed set forth in Part 3.24(aSection 2.22(a) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents charter or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsCompany; (ii) cause a violation by any Acquired Company of any Legal Requirement or order applicable to an Acquired Company, or to which an Acquired Company is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which an Acquired Company is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach or violation Permitted Encumbrance) of any Law applicable to of the property or assets of any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalCompany. (b) Except (i) for filings the filing of the articles of merger with the Nevada Secretary of State, (ii) as may be required by the Exchange ActAct (including reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCANRS, the LLCAHSR Act and any filing, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), (iii) the Gaming Approvals and (iv) the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and NASDAQ, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Companies are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those notices, filings or Consents that the failure to make or obtain would are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Gaming Partners International CORP)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of Neither the Company Disclosure Schedule, execution and the execution, delivery and performance of this Agreement by or the Company and other Transaction Agreements, nor the consummation by the Company of the transactions contemplated by this Agreement hereby or thereby, will not: (ia) result except as listed in a breach Section 3.3 of the Disclosure Schedule (the “Educational Notices/Consents”) violate or violation ofrequire notice or consent relating to any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or default underother restriction of any government, any governmental agency, court or Educational Agency, Educational Law, Educational Approval, Accrediting Body, State Educational Agency, Financial Assistance Programs and Title IV Programs to which Seller or its Subsidiaries is subject, (b) except as listed in Section 3.3 of the provisions Disclosure Schedule, violate any provision of the Company Charter Documents or Charter, Bylaws of Seller, the comparable governing instruments organizational documents of any Subsidiary of Seller or any other Contract or understanding with any director or trustee of Seller or its Subsidiaries; or (c) except as listed in Section 3.3 of the other Acquired Corporations; (ii) with or without notice or lapse of time or bothDisclosure Schedule, conflict with, result in a breach or violation of, constitute a termination (or right of termination) or default under, result in the acceleration of, create in any change party the right to accelerate, terminate, modify, or cancel, or require any notice under any arrangement or Contract to which Seller or any Subsidiary of Seller is a party or by which it is bound or to which any of its assets is subject (or result in or acceleration or creation the imposition of any rights or obligations under or Lien upon any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iiiits assets), asincluding, individually or without limitation the agreements set forth in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(bSection 3.21(c) of the Company Disclosure Schedule. Except for items listed in Section 3.3 of the Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company Seller nor any Subsidiary of its Affiliates is required Seller needs to give any notice to, deliver any report to, make any filing with, or obtain any consent authorization, consent, or waiver from approval of (a) any Person Governmental Authority or Accrediting Body in connection with order for the execution, delivery and performance of this Agreement, including Parties to consummate the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make Agreement or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect(b) any third party.

Appears in 1 contract

Samples: Asset Purchase Agreement

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, Neither the execution, delivery and or performance of this Agreement by Seller or any of the Company and Related Agreements to which Seller is (or will be at Closing) a party, nor the consummation by the Company Seller of the transactions contemplated hereby or by this Agreement the Related Agreements, will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without the giving of notice or the lapse of time time, or both, result in a breach ): (a) conflict with or violation of, a termination violate any provision of the charter or bylaws or other organizational documents of Seller; (or right of terminationb) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of create any Encumbrance (other than a Permitted EncumbrancesEncumbrance) upon any of the Acquired Assets; (c) require on the part of Seller any assets filing with, notice to, exemption from, or any Permit, authorization, consent or approval of, any Governmental Entity with respect to the Acquired Assets, except for (i) compliance by Seller with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and any Acquired Corporation or loss of rights pursuant to any Material Contract; or other applicable Antitrust Laws, (ii) the Seller Orphan Designation Letter, (iii) the Seller FDA Letter and (iv) the filing of the Proxy Statement with the SEC in preliminary and definitive forms; (d) subject to obtaining the Third Party consents or providing the notices set forth on Section 5.02(h) of the Seller Disclosure Letter, conflict with, violate or result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or violation cancel, require any notice, right of first offer or refusal, consent or waiver under, or result in the loss of any right or privilege under, any Assigned Contract, or other instrument to which Seller is a party or by which any of the Acquired Assets are bound; or (e) conflict with or violate any Order or Law or other restriction of any Governmental Entity applicable to Seller, any of the Acquired CorporationAssets or any of the Assumed Liabilities, except, in the case of this clause clauses (iii)b) through (e) above, asfor such conflicts, individually breaches, defaults, consents, approvals, authorizations, declarations, filings or in the aggregate, notices which would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Seller Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Concert Pharmaceuticals, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleGerman Takeover Act, German corporate and European securities, the executionHSR Act, any applicable filing, notification or approval in any non-U.S. jurisdiction required by Antitrust Laws (if any), and the rules and regulations of BaFin, the SEC, the Frankfurt Stock Exchange, Nasdaq and any other Governmental Authority, the execution and delivery and performance of this the Agreement by the Company Parent and the Bidder, and the consummation by the Company of the transactions contemplated by this Agreement Takeover, will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents articles of association (Satzung), certificate of incorporation or bylaws (or other organizational documents) of the Parent or the comparable governing instruments of any of the other Acquired CorporationsBidder; (ii) cause a violation by the Parent or the Bidder of any Law or order applicable to the Parent or the Bidder, or to which the Parent or the Bidder are subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other adverse change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which the Parent or the Bidder is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, except in the case of this clause clauses (ii) and (iii), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect and assumingEffect. Skadden, in the case of this clause (iii)Arps, compliance with the applicable provisions of the MBCA and the LLCASlate, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval.Xxxxxxx & Xxxx LLP (b) Except for filings as may be required by the Exchange Act (including the filing with the SEC of the Schedule TO and such reports under the Exchange Act as may be required in connection with the Agreement and the Takeover), the German Takeover Act, the MBCAHSR Act and any applicable filing, the LLCA, Chapter 110C of the Massachusetts General Laws, the notification or approval in any non-U.S. jurisdiction required by Antitrust Laws (if any), European securities laws and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of BaFin, the Company Disclosure ScheduleSEC, the Frankfurt Stock Exchange and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder ApprovalNasdaq, neither the Company Parent nor the Bidder, nor any of its Affiliates the Parent’s other Affiliates, is required to give notice to, deliver any report to, make any filing with, with or obtain any consent or waiver from any Person Governmental Authority at any time prior to the Closing in connection with the executionexecution and delivery of the Agreement by the Parent or the Bidder, delivery and performance of this Agreement, including or the consummation by the Company Parent or the Bidder of the Merger and the other transactions contemplated by this AgreementTakeover, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company Parent Material Adverse Effect. No vote of the Parent’s or the Bidder’s stockholders is necessary to approve the Agreement or the Takeover (except in the case of the Bidder as has previously been obtained).

Appears in 1 contract

Samples: Business Combination Agreement (MorphoSys AG)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, applicable Antitrust Laws and the listing requirements of the NYSE and the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus), the execution, delivery and performance of this Agreement by the Company do not and the consummation by the Company of the transactions contemplated by this Agreement will not: not (i) result in a any violation or breach or violation of, or a default under, any of the provisions provision of the Company Charter Documents or the comparable governing instruments charter or organizational documents of any of the other Acquired Corporations; , (ii) assuming compliance with or without notice or lapse of time or boththe matters described in Section 3.23(b), result in a violation or breach of any provision of any applicable Law or Order, (iii) result in any violation or breach of, a termination (or right of termination) or default under, or any change loss of any benefit under, or result in termination or give to others any right of termination, acceleration or creation cancellation of any rights Material Contract or obligations under (iv) result in the creation or any creation imposition of any Encumbrance (other than Permitted Encumbrances) on any assets of any of the Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired CorporationCorporations, exceptwith such exceptions, in the case of this clause each of clauses (i), (ii), (iii) and (iv), asas would not reasonably be expected to, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in or prevent or materially impair the case of this clause (iii), compliance with the applicable provisions ability of the MBCA and Company to consummate the LLCAtransactions contemplated by this Agreement. (b) Except for filings required by the Exchange Act, Chapter 110C of the Massachusetts General LawsSecurities Act, the DGCL, the Antitrust Laws and the listing requirements rules and regulations of NASDAQthe NYSE, and assuming the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining the Company Stockholder Approval and Parent Shareholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person Governmental Body in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those notices, reports or filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (LSC Communications, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming the filing of the Company Disclosure ScheduleCertificate of Merger and compliance with the applicable provisions of the DGCL, the executionHSR Act, and the rules and regulations of the SEC and the NYSE, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, contravene or default under, conflict with any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments of any bylaws (or other organizational documents) of the other Acquired Corporations; Company, (ii) cause a violation by the Company of any Legal Requirement or Order, rule or regulation applicable to the Company or any Company Subsidiary, or to which the Company or any Company Subsidiary is subject, (iii) require any Consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other change of any rights right or obligations under obligation or the loss of any benefit to which the Company or any creation Company Subsidiary is entitled under any provision of any Encumbrance (other than Permitted Encumbrances) Contract except as set forth on any assets Section 3.04 of any Acquired Corporation or loss of rights pursuant to any Material Contract; the Company Disclosure Letter or (iiiiv) result in a breach or violation Lien (other than a Permitted Lien) of any Law applicable to of the property or assets of the Company or any Acquired CorporationCompany Subsidiary, except, except in the case of this clause clauses (ii), (iii) and (iv), asas have not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings the filing of the Certificate of Merger or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws HSR Act and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) the SEC and the NYSE, the execution and delivery of this Agreement by the Company Disclosure ScheduleCompany, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and or the other transactions contemplated Transactions, require no notice to, filing with, Consent from or action by this Agreementany Governmental Body at any time, except those filings that the failure to make or obtain would notnot have or reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Amber Road, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance by the PropCo Buyer of this Agreement by and the Company Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated by this Agreement Transactions, do not and will not: (i) conflict with or result in a violation or breach or violation of, or default under, of any provision of the provisions organizational documents of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsPropCo Buyer; (ii) with or without notice or lapse of time or bothsubject to the filings and other matters referred to in Section 5.02(b), result in a violation or breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation provision of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation Law or loss of rights pursuant Governmental Order applicable to any Material Contractthe PropCo Buyer; or (iii) require the consent, notice or other action by any Person under, result in a violation or breach of, constitute a default under or violation result in the acceleration of any Law applicable material agreement to any Acquired Corporationwhich the PropCo Buyer is a party, except, in the case of this clause (iii), aswhere the failure to obtain such consents, notices or other action or such conflicts, violations, breaches, defaults, accelerations, cancellations would not reasonably be expected to prevent or delay beyond the Outside Date the ability of the PropCo Buyer to consummate the Transfer Sub Membership Interest Purchase. (b) Other than (i) the Closing Governmental Approvals; (ii) such filings as may be required by any applicable federal or state securities or “blue sky” laws; (iii) such filings as necessary to comply with the applicable requirements of the New York Stock Exchange; and (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings, notices or submissions (other than a filing under the HSR Act) which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in prevent or delay beyond the case of this clause (iii), compliance with Outside Date the applicable provisions ability of the MBCA and PropCo Buyer to consummate the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder ApprovalTransfer Sub Membership Interest Purchase, neither the Company PropCo Buyer nor any of its Affiliates Subsidiaries is required to give notice tofile, deliver any report to, make any filing with, seek or obtain any consent consent, approval, Permit, Governmental Order of or waiver from with any Person Governmental Authority in connection with the execution, delivery and or performance by the PropCo Buyer of this Agreement, including or any of the Ancillary Agreements to which it is a party, or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make Transactions or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectthereby.

Appears in 1 contract

Samples: Transaction Agreement (Vici Properties Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleGerman Takeover Act, German corporate and European securities laws, the executionHSR Act, any applicable filing, notification or approval in any non-U.S. jurisdiction required by Antitrust Laws (if any), and the rules and regulations of BaFin, the SEC, the Frankfurt Stock Exchange, Nasdaq and any other Governmental Authority, the execution and delivery and performance of this the Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Takeover will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents articles of association (Satzung), certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsGroup Company; (ii) cause a violation by any Group Company of any Law or order applicable to a Group Company, or to which a Group Company is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other adverse change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which a Group Company is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, Group Company; except, in the case of this clause clauses (ii), (iii) and (iv), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as may be required by the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with the Agreement and the Takeover), the German Takeover Act, the MBCAHSR Act and any applicable filing, the LLCA, Chapter 110C of the Massachusetts General Laws, the notification or approval in any non-U.S. jurisdiction required by Antitrust Laws (if any), European securities laws and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of BaFin, the Company Disclosure ScheduleSEC the Frankfurt Stock Exchange and Nasdaq, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Group Companies are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person Governmental Authority in connection with the executionexecution and delivery of the Agreement by the Company, delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementTakeover, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Business Combination Agreement (MorphoSys AG)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(aSection 2.4(a) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by the Company do not, and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement Merger will not: , (i) conflict with, or result in a any violation or breach of any provision of the Group Governing Documents, (ii) conflict with, or result in any violation or breach of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; constitute (ii) with or without notice or lapse of time time, or both, result in ) a breach or violation of, a termination default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or default waiver under, require the payment of a penalty under or result in the imposition of any Encumbrance on any material assets of the Group Companies under, any change in of the terms, conditions or acceleration or creation provisions of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Company Material Contract; , or (iii) result subject to the consents, approvals and authorizations specified in a breach or violation clauses (i) and (ii) of Section 2.4(b) having been obtained prior to the Closing Date and all filings and notifications described in Section 2.4(b) having been made, violate any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C Group Companies or any of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approvaltheir properties or assets. (b) Except for filings required by the Exchange ActNo consent, the MBCAapproval, the LLCAlicense, Chapter 110C of the Massachusetts General LawsPermit, the Antitrust Laws and the rules and regulations of NASDAQ order or except as disclosed in Part 3.24(b) of the Company Disclosure Scheduleauthorization of, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approvalor registration, neither the Company nor any of its Affiliates is required to give declaration, notice to, deliver any report to, make any or filing with, any Governmental Authority is required by or obtain with respect to any consent or waiver from any Person of the Group Companies in connection with the execution, execution and delivery and performance of this Agreement, including Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMerger, except those filings that for the failure filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and appropriate corresponding documents with the appropriate authorities of other jurisdictions in which the Company is qualified as a foreign corporation to make transact business. (c) This Section 2.4 does not relate to (i) Tax Laws, which are governed exclusively by Section 2.13 and Section 2.14, (ii) ERISA or obtain would notother Laws regarding employee benefit matters, individually which are governed exclusively by Section 2.14, (iii) Labor Laws, which are governed exclusively by Section 2.15, (iv) Environmental Laws, which are governed exclusively by Section 2.16, or in the aggregate(v) illegal payments, reasonably likely to have a Company Material Adverse Effectwhich are governed exclusively by Section 2.20.

Appears in 1 contract

Samples: Merger Agreement (Windtree Therapeutics Inc /De/)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of Neither the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger will: (i) conflict with or result in any breach of the Charter Documents of the Company; (ii) assuming that the Required Company Vote has been obtained and the other transactions that all consents, approvals and authorizations contemplated by this AgreementSection 3.4(b) have been obtained and all filings and notifications described in such clauses have been made, conflict with or result in a violation by the Company of any Legal Requirement or Order to which the Company is subject; (iii) assuming that all required consents, approvals, authorizations and actions with respect to the agreements set forth in Part 3.4(a) of the Company Disclosure Schedule have been obtained or taken, violate, conflict with, result in a breach of, or constitute (with notice or lapse of time or both) a default under any Material Contract to which any Acquired Corporation is a party or by which any Acquired Corporation is bound or to which any Acquired Corporation’s properties or assets is subject; or (iv) assuming that all required consents, approvals, authorizations and actions with respect to the agreements set forth in Part 3.4(a) of the Company Disclosure Schedule have been obtained or taken, result in the creation or imposition of any Lien upon the Acquired Corporations’ properties or assets pursuant to any Material Contract, except those filings that the failure with respect to make clauses (ii), (iii) and (iv) for such violations, conflicts breaches, defaults or obtain Liens as would not, individually or in the aggregate, reasonably likely be expected to have be material to the Acquired Corporations taken as a whole. (b) None of the Acquired Corporations is required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body prior to the Effective Time in connection with the execution, delivery or performance of this Agreement or the consummation of the Merger or any of the other Contemplated Transactions, except for: (i) such filings as are required under applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and under state securities and “blue sky” laws; (ii) the pre-merger notification requirements under the HSR Act and such filings are necessary to comply with any other applicable competition, merger control, antitrust or similar Legal Requirement of any jurisdiction (together with the HSR Act, the “Antitrust Laws”); (iii) such filings as are necessary to comply with the Defense Production Act of 1950, 50 U.S.C. App. §2170, as amended by the Foreign Investment and National Security Act of 2007 (“FINSA”), the rules and regulations of the Committee on Foreign Investment in the United States (“CFIUS”) and any other Legal Requirement relating to restrictions on foreign investment in any jurisdiction; (iv) such filings as are necessary to comply with the National Industrial Security Program Operating Manual (DOD 5220.22-M) (“NISPOM”) with the Defense Security Service (“DSS”); (v) such filings as are necessary to comply with the International Traffic in Arms Regulations; (vi) such filings as are necessary to comply with the applicable rules of the NYSE; (vii) such filings, notices and Consents as are required under the FCC Act; (viii) such filings as are required by any State Commissions; (ix) such filings as are necessary to comply with the KGCC; (x) such filings as are required by any foreign regulatory bodies, none of which are material; and (xi) such filings, notices, Consents and expirations of waiting periods the failure of which to make or obtain or expire would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Sprint Nextel Corp)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance by Innovate of this Agreement by the Company and the consummation Ancillary Agreements and the performance by the Company Innovate of the transactions contemplated by this Agreement and the Ancillary Agreements do not and will not: (i) violate or result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) conflict with or without notice constitute or result in a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any Innovate Material Contract, permit, license or authorization to which Innovate is a party or by which its assets are bound, (ii) violate or result in a breach or violation of, conflict with or constitute or result in a termination default (whether after the giving of notice, lapse of time or right of terminationboth) under, or default accelerate any obligation under, any change in provision of Innovate’s or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contractits Subsidiaries’ organizational documents; or (iii) subject to obtaining the Innovate Shareholder Approval and compliance with the requirements set forth in Section 3.4(b), violate or result in a breach violation of, or violation constitute a default by Innovate (whether after the giving of notice, lapse of time or both) under, any provision of any Law or any order of, or any restriction imposed by, any court or Governmental Authority applicable to Innovate or any Acquired Corporationof its Subsidiaries, exceptprovided, however that in the case cases of clauses (i) and (iii) of this clause (iiiSection 3.4(a), asexcept for any such conflicts, violations, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, are not material. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with any Governmental Authority is required by or with respect to Innovate or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Innovate or the consummation by Innovate of the Contemplated Transactions, except for: (i) obtaining the Innovate Shareholder Approval; (ii) the filings and notifications required by the ICL; (iii) receipt of a Certificate of Merger from the Companies Registrar in accordance with the ICL; (iv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities laws and the laws of any foreign country and (iv) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, have not had, and would not reasonably be expected to have a Company Material Adverse Effect and assuming, result in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company an Innovate Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Innovate Biopharmaceuticals, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleMGCL and the rules and regulations of the SEC and Nasdaq, the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents or the comparable governing instruments bylaws of the Company or the corresponding articles of incorporation or bylaws (or other organizational documents) of any of the other Acquired CorporationsCompany; (ii) cause a violation by any Acquired Company of any Law or order applicable to an Acquired Company, or to which an Acquired Company is subject; (iii) subject to receipt of the MidCap Consent, require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other adverse change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which an Acquired Company is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired CorporationCompany, except, except in the case of this clause clauses (ii), (iii) and (iv), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings the Health Care Regulatory Approvals and the filing of the Articles of Merger with the SDAT or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9, the MBCACompany Schedule 13E-3 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the LLCA, Chapter 110C of the Massachusetts General LawsMGCL, the Antitrust Laws MLLCA and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and Nasdaq, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Companies are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (AlerisLife Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleHSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the executionrules and regulations of the NYSE and applicable securities laws, and the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware, the execution and delivery and performance of this Agreement by the Company Parent and Purchaser, and the consummation by the Company of the transactions contemplated by this Agreement Transactions, will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws or other organizational documents of any of the other Acquired CorporationsParent or Purchaser; (ii) with cause a violation by Parent or without Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (iii) require any consent or notice or lapse of time or bothunder, conflict with, result in a breach or violation of, or constitute a termination (or right of termination) or default under, or give rise to any change in or right of purchase, termination, amendment, acceleration or creation of cancellation under, any rights material Contract to which Parent or obligations under Purchaser are party or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporationbound by, except, in the case of this clause the foregoing clauses (ii) and (iii), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as may be required by the Exchange Act, Act (including the MBCA, filing with the LLCA, Chapter 110C SEC of the Massachusetts General Offer Documents), Takeover Laws, the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and in those jurisdictions identified in Schedule 6.2(c), the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleNYSE and applicable securities laws, and assuming the filing of a certificate of merger with respect to the Proxy Statement/Prospectus and obtaining Merger with the Stockholder ApprovalSecretary of State of the State of Delaware, neither the Company Parent nor Purchaser, nor any of its Affiliates Parent’s other Affiliates, is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including Agreement by Parent or Purchaser or the consummation by the Company Parent or Purchaser of the Offer, the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that filings, notifications, approvals, notices or Consents the failure to make make, obtain or obtain receive would notnot reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the Transactions.

Appears in 1 contract

Samples: Merger Agreement (Smart & Final Stores, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionrules and regulations of the SEC and Nasdaq, and assuming the Stockholder Approval is obtained, the execution and delivery and performance of this Agreement by the Company does not and the consummation of the Transactions by the Company of the transactions contemplated by this Agreement will not: not (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the bylaws (or comparable governing instruments organizational documents) of any of the other Acquired CorporationsCompany; (ii) cause a violation by any Acquired Company of any Legal Requirement or Order applicable to an Acquired Company; (iii) conflict with, result in a breach by an Acquired Company of or constitute a default by an Acquired Company under (or an event that with or without notice or lapse of time or bothboth would become a default by an Acquired Company under), result in a breach or violation of, a termination (or give rise to any right of termination) , amendment, cancellation or default acceleration or the loss of any benefit to which an Acquired Company is entitled under, any change Specified Contract; or (iv) result in or acceleration or the creation of any rights or obligations under or any creation of any an Encumbrance (other than a Permitted EncumbrancesEncumbrance) on any of the property or assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired CorporationCompany, except, in the each case of this clause the foregoing clauses (ii), (iii) and (iv), asas would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have constitute a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as may be required by the Exchange ActAct (including the filing with the SEC of the Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and Nasdaq, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Companies are not required to give notice to, deliver any report to, make any filing with, with or obtain any consent or waiver from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including Agreement by the Company or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those notices, filings that or consents the failure to give, make or obtain which would notnot reasonably be expected, individually or in the aggregate, reasonably likely to have constitute a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Conformis Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance by the PropCo Buyer of this Agreement by and the Company Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated by this Agreement Transactions, do not and will not: (i) conflict with or result in a violation or breach or violation of, or default under, of any provision of the provisions organizational documents of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsPropCo Buyer; (ii) with or without notice or lapse of time or bothsubject to the filings and other matters referred to in Section 5.02(b), result in a violation or breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation provision of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation Law or loss of rights pursuant Governmental Order applicable to any Material Contractthe PropCo Buyer; or (iii) require the consent, notice or other action by any Person under, result in a violation or breach of, constitute a default under or violation result in the acceleration of any Law applicable material agreement to any Acquired Corporationwhich the PropCo Buyer is a party, except, in the case of this clause (iii), aswhere the failure to obtain such consents, notices or other action or such conflicts, violations, breaches, defaults, accelerations, cancellations would not reasonably be expected to prevent or delay beyond the Outside Date the ability of the PropCo Buyer to consummate the Real Estate Purchase. (b) Other than (i) the Closing Governmental Approvals; (ii) such filings as may be required by any applicable federal or state securities or “blue sky” laws; (iii) such filings as necessary to comply with the applicable requirements of the New York Stock Exchange; and (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings, notices or submissions (other than a filing under the HSR Act) which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in prevent or delay beyond the case of this clause (iii), compliance with Outside Date the applicable provisions ability of the MBCA and PropCo Buyer to consummate the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder ApprovalReal Estate Purchase, neither the Company PropCo Buyer nor any of its Affiliates Subsidiaries is required to give notice tofile, deliver any report to, make any filing with, seek or obtain any consent consent, approval, Permit, Governmental Order of or waiver from with any Person Governmental Authority in connection with the execution, delivery and or performance by the PropCo Buyer of this Agreement, including or any of the Ancillary Agreements to which it is a party, or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make Transactions or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectthereby.

Appears in 1 contract

Samples: Transaction Agreement (Vici Properties Inc.)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(a) 2.22 of the Company Disclosure ScheduleSchedule and assuming compliance with the applicable provisions of the CGCL, the executionHSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the rules and regulations of NASDAQ and the receipt of the Required Company Shareholder Vote, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents articles of incorporation or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination bylaws (or right of terminationsimilar organizational documents) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material ContractCorporation; or (iiib) result in cause a breach or violation by any Acquired Corporation of any Law Legal Requirement or order applicable to any Acquired Corporation, exceptor to which any Acquired Corporation is subject; or (c) conflict with, result in breach of, or constitute a default under, any Material Contract (other than the case of Retail Store Leases, with respect to which the representation and warranty in this clause (iiiSection 2.22(c) shall not apply), as, individually or . Except as set forth in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions Part 2.22 of the MBCA Company Disclosure Schedule and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings as may be required by the Exchange ActAct (including without limitation the requirement under the Exchange Act for the Company’s shareholders to approve or disapprove, on an advisory basis, the MBCAMerger-related compensation of the Company’s named executive officers), the LLCA, Chapter 110C of the Massachusetts General LawsCGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) NASDAQ, none of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates Acquired Corporations is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMerger, except those filings that the failure to make or obtain would are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect and except any notice, filing or Consent that may be required under any of the Retail Store Leases.

Appears in 1 contract

Samples: Merger Agreement (Hot Topic Inc /Ca/)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(a) 2.22 of the Company Disclosure ScheduleSchedule and assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and the receipt of the Required Company Stockholder Vote, the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents Certificate of Incorporation or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination bylaws (or right of terminationsimilar organizational documents) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material ContractCorporation; or (iiib) result in cause a breach or violation by any Acquired Corporation of any Law Legal Requirement or order applicable to any Acquired Corporation, exceptor to which any Acquired Corporation is subject; or (c) conflict with, result in the case breach of this clause (iii)or loss of any material benefit under, asresult in any material increase in any obligation of any Acquired Corporation, individually result in termination or give to others any right of termination, vesting, amendment, acceleration or cancelation of any material benefit, constitute a default under, or require any consent or approval under, any Material Contract. Except as set forth in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions Part 2.22 of the MBCA Company Disclosure Schedule and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings as may be required by the Exchange ActAct (including without limitation the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the MBCAMerger-related compensation of the Company’s named executive officers), the LLCADGCL, Chapter 110C any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, none of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates Acquired Corporations is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMerger, except those filings that the failure to make or obtain would are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Lyris, Inc.)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(a) 3.22 of the Company Disclosure ScheduleSchedule and assuming compliance with the applicable provisions of the DGCL, the executionHSR Act, the rules and regulations of NASDAQ and, in the case of the Merger, if required by applicable Legal Requirements, the receipt of the Required Company Stockholder Vote, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents Certificate of Incorporation or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination bylaws (or right of terminationsimilar organizational documents) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material ContractCorporation; or (iiib) result in cause a breach or violation by any Acquired Corporation of any Law Legal Requirement or order applicable to any Acquired Corporation, exceptor to which any Acquired Corporation is subject; or (c) conflict with, result in the case of this clause (iii)breach of, asor constitute a default under, individually or any Material Contract. Except as set forth in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions Part 3.22 of the MBCA Company Disclosure Schedule and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings as may be required by the Exchange ActAct (including, without limitation, the MBCArequirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the LLCA, Chapter 110C Merger-related compensation of the Massachusetts General LawsCompany’s named executive officers and the filing with the SEC of the Schedule 14D-9, the Proxy Statement, any information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (together with any amendments or supplements thereto, the “Information Statement”) and such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement), the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) NASDAQ, none of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates Acquired Corporations is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMerger, except those filings that the failure to make or obtain would are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Websense Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) The execution and delivery of this Agreement and the Ancillary Agreements by the Company Disclosure Scheduledoes not, and the execution, delivery and performance of this Agreement and the Ancillary Agreements by Company will not, require any authorization, approval, consent or permit of, filing with, or notification to, any Governmental Authority, except (i) under the HSR Act and any other applicable antitrust, competition, investment or similar Laws, (ii) for such other consents, filings or notifications, the failure of which to make or obtain would not reasonably be expected to be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a whole, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iv) those required by reason of the regulatory status or operations of Parent or Merger Sub. (b) Subject to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and obtaining the Requisite Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: , (i) conflict with, violate or result in a material breach or violation of, or default under, of any provision of the provisions Organizational Documents of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; its Subsidiaries, (ii) with conflict with, or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, violate any change in or acceleration or creation of any rights or obligations under Law or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant Order applicable to any Material Contract; the Company except with respect to the required filings and approvals set forth in Schedule 4.02(b), or (iii) result in a breach of, constitute a default under, result in the acceleration of, or violation of create in any Law applicable party the right to accelerate, terminate, modify, revoke or cancel any Acquired CorporationMaterial Contract, except, in the case of this clause the foregoing clauses (ii) or (iii), asas would not reasonably be expected to be material, individually or in the aggregate, would not reasonably be expected to have the Company and its Subsidiaries, taken as a Company Material Adverse Effect and assumingwhole, or (iv) result in the case of this clause any Lien (iii), compliance with the applicable provisions other than any Permitted Lien) on any of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ properties or except as disclosed in Part 3.24(b) assets of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectSubsidiaries.

Appears in 1 contract

Samples: Merger Agreement (COMMERCIAL METALS Co)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with the provisions hereof do not and will not: (i) cause a violation of any of the provisions of the Organizational Documents of the Company or any Company Subsidiary; (ii) assuming compliance with the matters referred to in Section 3.22(b) and, in the case of the consummation of the Merger, subject to obtaining the stockholder vote referred to in Section 3.21, cause a violation by the Company or any Company Subsidiary of any Legal Requirement applicable to the business of the Company or any Company Subsidiary; (iii) subject to obtaining such Consents set forth in Part 3.22(a) of the Company Disclosure Schedule, violate, result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become such a violation, breach or default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under or any loss of any benefit or impair the rights of the Company or any Company Subsidiary under, any Material Contract; or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Company or any of the Company Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, defaults, terminations, accelerations or Encumbrances which, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Company Material Adverse Effect or prevent or materially delay the consummation the Offer and the Merger. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to any Governmental Entity or other Person is required on the part of the Company or any of the Company Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement will nothereby (including the Offer and the Merger), except for: (i) result in a breach or violation of, or default under, any the filing and recordation of the provisions Certificate of Merger with the Secretary of State of the Company Charter Documents or State of Delaware and such filings with Governmental Entities to satisfy the comparable governing instruments of any applicable Legal Requirements of the other Acquired Corporationsjurisdictions in which the Company and the Company Subsidiaries are incorporated, organized or qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities Legal Requirements, including compliance with or without notice or lapse any applicable requirements of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contractthe Exchange Act; or (iii) result in a breach compliance with any applicable requirements of the HSR Act or violation the antitrust or competition Legal Requirements of any Law applicable foreign jurisdictions; and (iv) such other consent, approval, Order or authorization of, or filing or registration with, or notification to, the failure of which to any Acquired Corporation, except, in the case of this clause (iii), asobtain or effect, individually or in the aggregate, has not had, or would not reasonably be expected to have have, a Company Material Adverse Effect and assuming, in or prevent or materially delay the case of this clause (iii), compliance with consummation the applicable provisions of the MBCA Offer and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalMerger. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Pegasystems Inc)

Non-Contravention; Consents. (ai) Except as disclosed set forth in Part 3.24(aSection 3.1(c)(i) of the Company Seller’s Disclosure ScheduleLetter and except as may result from any facts or circumstances relating to Buyer or any of its Affiliates otherwise referred to in this Agreement, the execution, delivery and performance by the Seller of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement hereby will not: , (iA) result in a breach or violation of, or default under, conflict with any of the provisions of the Company Charter Documents articles of incorporation or bylaws of Seller or the comparable governing instruments of any documents of the other Acquired Corporations; Company or any Acquired Company Subsidiary, (iiB) conflict with, result in a breach of or default (with or without notice or lapse of time time, or both, result in ) under or give rise to a breach or violation of, a termination (or right of termination) or default termination under, any change in material contract, agreement, permit, license or acceleration instrument to which any Seller, Acquired Company or creation of any rights Acquired Company Subsidiary is a party or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; otherwise bound or (iiiC) result subject to the matters referred to in a breach or violation Section 3.1(c)(ii), contravene any material Requirement of any Law applicable to Seller, the Acquired Company or any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalSubsidiary. (bii) Except for filings required by the Exchange ActNo consent, the MBCAapproval or authorization of, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any declaration or filing with, or obtain notice to, any consent domestic or waiver from foreign court, governmental or regulatory authority or agency (a “Governmental Entity”) is required to be obtained or made by any Person Seller, Acquired Company or Acquired Company Subsidiary in connection with the execution, execution and delivery and performance of this Agreement, including Agreement by Seller or the consummation by the Company Seller of any of the Merger and the other transactions contemplated by this Agreementhereby, except those for (A) the filing of pre-merger notification and report forms under the HSR Act, (B) the approvals, filings that and notices required under the insurance Laws of the jurisdictions in which the Acquired Company and Acquired Company Subsidiaries are organized or transact the business of insurance, (C) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.1(c)(ii) of the Seller’s Disclosure Letter; and (D) all other consents, approvals, authorizations, declarations, filings or notices where the failure to obtain such consents, approvals or authorizations or make such declarations, filings or obtain notices would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectbe not be material.

Appears in 1 contract

Samples: Stock Purchase Agreement (Enstar Group LTD)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (ia) result in conflict with or cause a breach or violation of, or default under, of any of the provisions of the Certificate of Incorporation or bylaws of the Company Charter Documents or any organizational document or any other Acquired Company; (b) assuming compliance with the comparable governing instruments filing of a certificate of merger with the Secretary of State of the State of Delaware and the applicable provisions of the HSR Act, applicable foreign Antitrust Laws and applicable Foreign Investment Laws in those jurisdictions identified in Schedule 6.2(b), if any, and the rules and regulations of Nasdaq, conflict with or cause a violation by any Acquired Company of any of the other Legal Requirements or order applicable to it, or to which any Acquired CorporationsCompany is subject; (iic) conflict with, result in breach of, or constitute (with or without notice of or lapse of time or both) a default under, result in or give rise to a breach or violation of, a termination (or right of termination) , modification, cancelation or default acceleration under, any change Material Contract; or (d) result in or acceleration or creation of any rights or obligations under or any the creation of any Encumbrance (other than any Permitted EncumbrancesEncumbrance) on any properties or assets of any the Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired CorporationCompanies, except, except in the case of this clause clauses (iiib) and (c), asfor such violations, conflicts, breaches, and defaults as would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in Effect. Except as may be required by the case of this clause Exchange Act (iii), compliance including the filing with the applicable provisions SEC of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQSchedule 14D-9), the filing of a certificate of merger pursuant to the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange ActDGCL, the MBCAHSR Act and the filings, the LLCA, Chapter 110C of the Massachusetts General Laws, the notifications or approvals required under foreign Antitrust Laws and applicable Foreign Investment Laws in those jurisdictions identified in Schedule 6.2(b), if any, and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of Nasdaq, the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Companies are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, execution and delivery and performance by the Company of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementTransactions, except those filings filings, notifications, approvals, notices or Consents that the failure to make make, obtain or obtain would notreceive have had or are not reasonably expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (CinCor Pharma, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance by the OpCo Buyer of this Agreement by and the Company Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated by this Agreement Transactions, do not and will not: (i) conflict with or result in a violation or breach or violation of, or default under, of any provision of the provisions organizational documents of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsOpCo Buyer; (ii) with or without notice or lapse of time or bothsubject to the filings and other matters referred to in Section 4.02(b), result in a violation or breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation provision of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation Law or loss of rights pursuant Governmental Order applicable to any Material Contractthe OpCo Buyer; or (iii) require the consent, notice or other action by any Person under, result in a violation or breach of, constitute a default under or violation result in the acceleration of any Law applicable material agreement to any Acquired Corporationwhich the OpCo Buyer is a party, except, in the case of this clause (iii), aswhere the failure to obtain such consents, notices or other action or such conflicts, violations, breaches, defaults, accelerations, cancellations would not reasonably be expected to prevent or delay beyond the Outside Date the ability of the OpCo Buyer to consummate the Membership Interests Purchase. (b) Other than (i) the Closing Governmental Approvals; (ii) any filings required to be made under the HSR Act; (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws; and (iv) such filings as necessary to comply with the applicable requirements of The Nasdaq Stock Market, neither the OpCo Buyer nor any of its Subsidiaries is required to file, seek or obtain any consent, approval, Permit, or Governmental Order of or with any Governmental Authority in connection with the execution, delivery or performance by the OpCo Buyer of this Agreement, or any of the Ancillary Agreements to which it is a party, or the consummation of the Transactions or thereby, except such consents, approvals, Permits or Governmental Orders which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in prevent or delay beyond the case of this clause (iii), compliance with Outside Date the applicable provisions ability of the MBCA and OpCo Buyer to consummate the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalMembership Interests Purchase. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Transaction Agreement (Penn National Gaming Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (ia) result in conflict with or cause a violation of any of the provisions of the Charter Documents of the Company or any of its Subsidiaries; (b) conflict with or cause a material violation by the Company or any of its Subsidiaries of any Legal Requirement applicable to the Company or any of its Subsidiaries; (c) constitute a breach or violation of, cause a default on the part of the Company or default any of its Subsidiaries under, result in the termination or expiration of, result in an alteration of the terms of or result in a loss of rights or options or create a lien or encumbrance on any of the provisions properties of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations its Subsidiaries under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiid) result in a breach any entitlement to or violation acceleration of any Law applicable right to any Acquired Corporation, exceptpayment or vesting owed by the Company or any of its Subsidiaries under any Material Contract, in the case of this clause clauses (iiic) and (d) other than any such breach, violation, default or right to payment or vesting that would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 3.21 of the Company Disclosure Schedule lists all consents, waivers and approvals under any of the Company’s or its Subsidiaries’ Material Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if not obtained, would individually or in the aggregate have a Company Material Adverse Effect. Except as may be required by the Exchange Act, the Exon-Fxxxxx Amendment to the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007 (“Exon-Fxxxxx”), asthe DGCL, the HSR Act or the antitrust or competition laws of foreign jurisdictions and set forth in Section 3.21 of the Company Disclosure Schedule, the Company is not required to make any filing with or to obtain any consent from any Person at or prior to the Acceptance Time or the Effective Time in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of any of the transactions contemplated by this Agreement, except where the failure to make any such filing or obtain any such consent, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Acer Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance by the PropCo Buyer of this Agreement by and the Company Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated by this Agreement Transactions, do not and will not: (i) conflict with or result in a violation or breach or violation of, or default under, of any provision of the provisions organizational documents of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsPropCo Buyer; (ii) with or without notice or lapse of time or bothsubject to the filings and other matters referred to in Section 5.02(b), result in a violation or breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation provision of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation Law or loss of rights pursuant Governmental Order applicable to any Material Contractthe PropCo Buyer; or (iii) require the consent, notice or other action by any Person under, result in a violation or breach of, constitute a default under or violation result in the acceleration of any Law applicable material agreement to any Acquired Corporationwhich the PropCo Buyer is a party, except, in the case of this clause (iii), aswhere the failure to obtain such consents, notices or other action or such conflicts, violations, breaches, defaults, accelerations, cancellations would not reasonably be expected to prevent or delay beyond the Outside Date the ability of the PropCo Buyer to consummate the Real Estate Purchase. (b) Other than (i) the Closing Governmental Approvals; (ii) such filings as may be required by any applicable federal or state securities or “blue sky” laws; (iii) such filings as necessary to comply with the applicable requirements of the New York Stock Exchange; and (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings, notices or submissions (other than a filing under the HSR Act) which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in prevent or delay beyond the case of this clause (iii), compliance with Outside Date the applicable provisions ability of the MBCA and PropCo Buyer to consummate the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder ApprovalReal Estate Purchase, neither the Company PropCo Buyer nor any of its Affiliates Subsidiaries is required to give notice tofile, deliver any report to, make any filing with, seek or obtain any consent consent, approval, Permit, Governmental Order of or waiver from with any Person Governmental Authority in connection with the execution, delivery and or performance by the PropCo Buyer of this Agreement, including or any of the Ancillary Agreements to which it is a party, or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make Transactions or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectthereby.

Appears in 1 contract

Samples: Transaction Agreement (Penn National Gaming Inc)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(aSection 2.4(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the Contemplated Transactions and the compliance with the provisions of the Agreement by the Company will not, (i) conflict with, or result in any violation or breach of, any provision of the Company Charter or the Company Bylaws, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Encumbrance on the Company’s assets under, any of the terms, conditions or provisions of any Company Charter, Company Bylaws, Company Material Contract or other agreement, instrument or obligation to which the Company is a party or any of its properties or assets may be bound, or (iii) subject to obtaining the Company Stockholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (vi) of Section 2.4(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 2.4(a) having been made, conflict with or violate any Law applicable to the Company or any of its properties or assets, except in the case of clause (ii) of this Section 2.4(a) for any such conflicts or violations, that have not had, and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to the Company in connection with the execution, delivery and performance of this Agreement by the Company and or the consummation by the Company of the transactions contemplated by this Agreement will not: Contemplated Transactions, except for (i) result in a breach or violation of, or default under, any of the provisions of obtaining the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; Stockholder Approval, (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights consents required pursuant to any Material Contract; or the Series C Transaction Documents, which consent was obtained and delivered to Parent prior to the date hereof, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iv) any filings required to be made with the SEC in connection with this Agreement and the Contemplated Transactions, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities Laws, the rules and regulations of the NASDAQ Capital Market, and (vi) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, have not had, and would not reasonably be expected to result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), asin, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Telik Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsCorporation; (ii) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to an Acquired Corporation, or to which an Acquired Corporation is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which an Acquired Corporation is entitled under any provision of any Contract; or (iv) result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any an Encumbrance (other than a Permitted EncumbrancesEncumbrance) on any of the property or assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, except in the case of this clause clauses (iii) and (iv), asas would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have (i) have, a Company Material Adverse Effect and assumingor (ii) prevent, in materially delay or materially impair the case of this clause (iii), compliance with the applicable provisions ability of the MBCA Company to perform its obligations under this Agreement or to consummate the Offer and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalMerger in a timely manner. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCAHSR Act and any applicable filing, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and any national securities exchange, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Corporations are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain as would not, individually or in the aggregate, reasonably likely be expected to (i) have a Company Material Adverse EffectEffect or (ii) prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Offer and Merger in a timely manner.

Appears in 1 contract

Samples: Merger Agreement (Checkmate Pharmaceuticals, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of would not have a Material Adverse Effect on the Company Disclosure ScheduleParent, neither the execution, delivery and performance by the Parent or the Acquiror of this Agreement by the Company and Agreement, nor the consummation by the Company Parent or the Acquiror of the transactions contemplated hereby, nor compliance by this Agreement will notthe Parent or the Acquiror with any of the provisions hereof, will: (i) violate, conflict with, result in a breach or violation of any provision of, constitute a default (or default underan event that, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a breach or violation of, a termination (or right of termination) termination or default underacceleration, any change in or acceleration or the creation of any rights lien, security interest, charge or obligations under encumbrance upon any of the properties or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of the Parent or the Acquiror, under any Acquired Corporation of the terms, conditions or loss provisions of, (x) its respective organizational documents, or (y) any note, bond, mortgage, indenture, deed of rights pursuant trust, license, lease, contract agreement or other instrument or obligation to any Material Contractwhich the Parent is a party, or by which the Parent may be bound, or to which the Parent or the properties or assets of the Parent may be subject; or (iiiii) result in a breach or violation of any Law applicable subject to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the statutes and regulations referred to in Section 3.3(b), violate any valid and enforceable judgment, ruling, order, writ, injunction, decree, or any statute, rule or regulation applicable provisions to Parent or any of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approvalits properties or assets. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b(i) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus applications and obtaining the Stockholder Approvalnotices, neither the Company nor any of its Affiliates is required to give notice toas applicable, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the executionforeign governmental authorities regulating insurance in certain foreign jurisdictions in which the Parent’s Subsidiaries operate their businesses, delivery and performance the approval of such applications or the grant of required licenses by such authorities, (ii) the filing of any required notification and report forms with the United States Federal Trade Commission and the United States Department of Justice under the HSR Act and the expiration or termination of any applicable waiting period thereunder, (iii) the filing of applications and notices, as applicable, with foreign Governmental Entities under any applicable foreign competition laws, and the approval of such applications by such Governmental Entities, if required, (iv) the filing with the SEC of a proxy statement in definitive form relating to the Target’s Stockholder Meeting to be held to consider this Agreement, including Agreement and the consummation by transactions contemplated hereby and the Company filing and declaration of effectiveness of the Merger registration statement on Form F-4 relating to the Parent Common Stock, and the (v) such other transactions contemplated by this Agreementnotices, except those consents, approvals, filings that or registrations, the failure of which to make be made or obtain obtained would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse EffectEffect on the Parent, no notices to, consents or approvals of, or filings or registrations with, any Governmental Entity or with any self-regulatory authority are necessary in connection with the execution and delivery by the Parent and the Acquiror of this Agreement and the consummation by the Parent or the Acquiror of the transactions contemplated hereby. (c) None of the information supplied or to be supplied by the Parent or Acquiror to the Target or GPRe for use by the Target or GPRe to obtain the consent of the Bermuda Monetary Authority for the transfer of the Shares by the Target to the Acquiror will contain any untrue statement of material fact, or omit to state any material fact required or necessary in order to make the statements therein not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Global Preferred Holdings Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement by FSI and the Company Merger Subs does not, and the consummation by FSI and the Company Merger Subs of the transactions contemplated by this Agreement Contemplated Transactions will not: , (i) conflict with, or result in a any violation or breach of, any provision of the FSI Articles or FSI Bylaws or of the charter, bylaws, or other organizational document of any Subsidiary of FSI, (ii) conflict with, or result in any violation or breach of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; constitute (ii) with or without notice or lapse of time time, or both, result in ) a breach or violation of, a termination default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or default waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Encumbrances on FSI’s or any of its Subsidiaries’ assets under, any change in of the terms, conditions or acceleration or creation provisions of any rights FSI Material Contract or obligations under other agreement, instrument or obligation to which FSI or any creation of its Subsidiaries is a party or by which any Encumbrance (other than Permitted Encumbrances) on of them or any of their properties or assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; may be bound, or (iii) result subject to obtaining the FSI Shareholder Approval and subject to the consents, approvals and authorizations specified in a breach clauses (i) through (vi) of Section 3.4(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 3.4(b) having been made, conflict with or violation of violate any Law applicable to FSI or any Acquired Corporationof its Subsidiaries or any of its or their properties or assets, except, except in the case of this clause clauses (ii) and (iii)) of this Section 3.4(a) for any such conflicts, asviolations, individually breaches, rights of termination, Encumbrances, penalties, defaults, terminations, cancellations, accelerations or in the aggregatelosses that have not had, and would not reasonably be expected to have a Company result in, an FSI Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to FSI or any of its Subsidiaries in connection with the execution and delivery of this Agreement by FSI and the Merger Subs or the consummation by FSI and the Merger Subs of the Contemplated Transactions, except for (i) obtaining the FSI Shareholder Approval, (ii) the filing of the Certificates of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which FSI is qualified as a foreign corporation to transact business, (iii) any filings required by to be made with the SEC in connection with the FSI Shareholder Meeting, this Agreement and the Contemplated Transactions (including (A) the filing of the Registration Statement / Proxy Statement with the SEC in accordance with the Securities Act and the Exchange Act, ; and (B) the MBCA, the LLCA, Chapter 110C filing of a Form D Notice of Exempt Offering of Securities or other related filings in reliance on an exemption provided in Regulation D of the Massachusetts General Securities Act), (iv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities Laws, the Antitrust Laws and the rules and regulations of NASDAQ the NYSE American, (v) such filings and notifications as may be required under the HSR Act or except any other Antitrust Laws, to be made by FSI, or by its “ultimate parent entity” as disclosed that term is defined in Part 3.24(b) of the Company Disclosure ScheduleHSR Act, and assuming the filing expiration or early termination of any applicable waiting periods under the Proxy Statement/Prospectus HSR Act or applicable foreign Antitrust Laws and obtaining the Stockholder Approval(vi) such other consents, neither the Company nor any of its Affiliates is required licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, have not had, and would not reasonably be expected to give notice toresult in, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company an FSI Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Flexible Solutions International Inc)

Non-Contravention; Consents. (a) Except The execution and delivery of this Agreement by the Company and each of the Company Subsidiaries does not, and the consummation by the Company and the Company Subsidiaries of the Contemplated Transactions will not, (i) conflict with, or result in any violation or breach of, any provision of the Company Charter, the Company Bylaws or of the charter, bylaws, or other organizational document of any Company Subsidiary or any of the documents related to the Reorganization, (ii) except as disclosed in Part 3.24(aset forth on Section 3.4(a)(ii) of the Company Disclosure Schedule, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the executionpayment of a penalty under or result in the imposition of any Encumbrance on the Company’s or any of the Company Subsidiaries’ assets under, any of the terms, conditions or provisions of any Company Material Contract (as defined below) or other agreement, instrument or obligation to which the Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Company Stockholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 3.4(a) having been obtained prior to the Effective Time and all filings and notifications described in Section 3.4 having been made, conflict with or violate any Law applicable to the Company or any of the Company Subsidiaries or any of its or their properties or assets, except in the case of clause (iii) of this Section 3.4 for any such conflicts or violations, that have not had, and would not reasonably be expected to result in, a Material Adverse Effect. (b) No consent, approval, license, permit, Order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Company or any of the Company Subsidiaries in connection with the execution and delivery and performance of this Agreement by the Company and or the consummation by the Company of the transactions contemplated by this Agreement will not: Contemplated Transactions, except for (i) result in a breach or violation of, or default under, any of the provisions of obtaining the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; Stockholder Approval, (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (including the Proxy Statement/Prospectusiii) and obtaining Stockholder Approval. (b) Except for any filings required by to be made with the Exchange ActSEC in connection with this Agreement and the Contemplated Transactions, the MBCA(iv) such consents, the LLCAapprovals, Chapter 110C of the Massachusetts General LawsOrders, the Antitrust authorizations, registrations, declarations, notices and filings as may be required under applicable state securities Laws and the rules and regulations of NASDAQ or except as disclosed the Nasdaq Capital Market and (v) those set forth in Part 3.24(bSection 3.4(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Business Combination Agreement (KBL Merger Corp. Iv)

Non-Contravention; Consents. Except in the case of clauses (ab) Except and (c), for violations and defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and as disclosed in set forth on Part 3.24(a) 3.18 of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by the Company Parties and the consummation by the Company Parties of the transactions contemplated by this Agreement Transactions will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Organizational Documents or the comparable governing instruments of any of the other Acquired CorporationsCompany; (iib) cause a violation by the Acquired Companies of any Law applicable to the business of any Acquired Company; or (c) require any consent, notice or approval under, violate, conflict with, result in any breach of, or constitute a default under (with or without notice or lapse of time time, or both), or result in a breach termination or violation of, a termination (or give to others any right of termination) , vesting, amendment, acceleration, notification, cancellation, purchase or default under, sale under or result in the triggering of any change in or acceleration payment or creation of any rights or obligations under or any creation of any Encumbrance a Lien (other than a Company Permitted EncumbrancesLien) on upon any of the respective properties or assets (including rights) of any Acquired Corporation Company, pursuant to, any Contract to which any Acquired Company is a party (or loss by which any of rights their respective properties or assets (including rights) are bound) or any Company Permit. Except as may be required by the Exchange Act, the MRL, the MD LLC Act, the DRULPA, the listing requirements of the NYSE, and such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Mergers, including (i) a joint proxy statement in preliminary and definitive form relating to the Company Shareholders Meeting and the Parent Shareholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (ii) a registration statement on Form S-4 pursuant to any Material Contract; or (iii) result in a breach or violation which the issuance of any Law applicable to any Acquired Corporation, except, Parent Common Shares in the case Company Merger and the issuance of Parent Series E Preferred Shares and Parent Series F Preferred Shares will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), none of the Company Parties is required to make any filing with or to obtain any consent from any Person at or prior to the Company Merger Effective Time in connection with the execution and delivery of this clause (iii)Agreement by the Company Parties or the consummation by the Company Parties of the Transactions, as, individually except where the failure to make any such filing or in the aggregate, obtain any such consent would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (LaSalle Hotel Properties)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments of any bylaws (or other organizational documents) of the other Acquired CorporationsCompanies; (ii) cause a violation by the Acquired Companies of any Legal Requirement or order applicable to the Company, or to which the Acquired Companies are subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which the Acquired Companies is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, exceptthe Company, in the case of this clause each of clauses (ii), (iii), as) and (iv) except as would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Takeover Laws, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and any national securities exchange, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Companies not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Stemline Therapeutics Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, Takeover Laws and the rules and regulations of the SEC and NASDAQ, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments of any bylaws of the other Acquired CorporationsCompany; (ii) cause a violation by any Acquired Company of any Legal Requirement or order applicable to any Acquired Company, or to which any Acquired Company is subject; (iii) require any consent under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of termination) , amendment, cancellation, acceleration adverse to any Acquired Company, or default under, any other adverse change in or acceleration or creation of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on any assets of benefit to which any Acquired Corporation or loss Company is entitled, under any provision of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, exceptCompany, in the case of this clause each of clauses (ii), (iii), as) and (iv) except as would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assumingwould not, or would reasonably not be expected to, materially impair, prevent or materially delay the Company’s ability to consummate the Transactions prior to the End Date on the terms set forth in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalAgreement. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Takeover Laws, the Antitrust Laws HSR Act and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the SEC and any national securities exchange, no Acquired Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain would notnot have, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect and would not, or would reasonably not be expected to, materially impair, prevent or materially delay the Company’s ability to consummate the Transactions prior to the End Date on the terms set forth in this Agreement.

Appears in 1 contract

Samples: Merger Agreement (CymaBay Therapeutics, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of Nasdaq, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the certificate of incorporation or bylaws of the Company; (b) cause a violation by the Company Charter Documents or the comparable governing instruments of any of Legal Requirement or order which the other Acquired CorporationsCompany is subject; (iic) with or without notice or lapse of time or bothconflict with, result in a breach or violation of, constitute a termination (default under, require any consent or approval under, or give rise to a right of termination) or default under, any change in cancellation or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation obligation or loss of rights pursuant to any material benefit under any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, except in the case of this clause clauses (iiib) through (d), asfor such conflicts, individually violations, breaches, defaults, terminations, cancellations, accelerations, losses or in the aggregate, Encumbrances as would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Effect. The Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person or any stock market or stock exchange on which shares of Company Common Stock are listed for trading at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger, except for (i) the pre-merger notification requirements under the HSR Act, and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Schedule 14D-9 with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities laws, the rules and regulations of Nasdaq, and (vi) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or reasonably be expected to prevent, materially delay or materially impair the Merger or any of the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Albireo Pharma, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, any applicable filing, notification or approval required by the Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsCorporation; (ii) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to an Acquired Corporation, or to which an Acquired Corporation is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which an Acquired Corporation is entitled under any provision of any Contract; or (iv) result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any an Encumbrance (other than a Permitted EncumbrancesEncumbrance) on any of the property or assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, except in the case of this clause clauses (iii) and (iv), asas would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have (i) have, a Company Material Adverse Effect and assumingor (ii) prevent, in materially delay or materially impair the case of this clause (iii), compliance with the applicable provisions ability of the MBCA Company to perform its obligations under this Agreement or to consummate the Offer and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalMerger in a timely manner. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCAHSR Act and any applicable filing, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and any national securities exchange, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Corporations are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain as would not, individually or in the aggregate, reasonably likely be expected to (i) have a Company Material Adverse EffectEffect or (ii) prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Offer and Merger in a timely manner.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Decibel Therapeutics, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL and the rules and regulations of the SEC and Nasdaq, the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsCorporation; (ii) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to an Acquired Corporation, or to which an Acquired Corporation is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other adverse change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on any assets of any benefit to which an Acquired Corporation or loss is entitled under any provision of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, except, except in the case of this clause clauses (ii), (iii) and (iv), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9, the MBCACompany Schedule 13E-3 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws DGCL and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and Nasdaq, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Corporations are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akcea Therapeutics, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, and the rules and regulations of the SEC and Nasdaq, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsCorporation; (ii) cause a violation by any Acquired Corporation of any Legal Requirement applicable to an Acquired Corporation, or to which an Acquired Corporation is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of payment, purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other adverse change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on any assets of any benefit to which an Acquired Corporation or loss is entitled under any provision of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, except, and in the case of this clause clauses (ii), (iii) and (iv), asas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws HSR Act and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and Nasdaq, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Corporations are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Dicerna Pharmaceuticals Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement hereby do not and will not: (i) contravene, conflict with, or result in a any violation or breach or violation of, or default under, of any provision of the provisions articles of incorporation or bylaws (or comparable organizational documents) of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsCompany; (ii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law; (iii) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, result in would constitute a breach or violation ofdefault, a termination (or right of termination) or default under, any change in or cause or permit the termination, cancellation, acceleration or creation other change of any rights right or obligations obligation or the loss of any benefit to which the Company is entitled under any provision of any Contract binding upon the Company or any creation license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporationthe Company, except, in the case of this clause (iii), as, individually or in the aggregate, which would not reasonably be expected to have result in a Company Material Adverse Effect and assuming, Change in respect of the Company; (iv) result in the case creation or imposition of this clause (iii)any Encumbrances, compliance with except for the applicable provisions of Pre-Closing Permitted Encumbrances at the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance date of this Agreement, including and the consummation Effective Time Permitted Encumbrances at the Effective Time, on any asset of the Company; (v) give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness owing by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make come due before its stated maturity or obtain would notcause any available credit to cease to be available which would, individually or in the aggregate, reasonably likely be expected to have be a Company Material Adverse EffectChange in respect of the Company; or (vi) result in any material payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any director or officer of the Company or increase any benefits otherwise payable under any pension or benefits plan of the Company or result in the acceleration of the time of payment or vesting of any such benefits, except as disclosed in Section 4.04 of the Company Disclosure Schedule.

Appears in 1 contract

Samples: Arrangement Agreement (Thompson Creek Metals CO Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the HSR Act and other applicable Antitrust Laws, and the listing requirements of NASDAQ, the filing of the Form S-4 (and the Proxy Statement), the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the transactions contemplated by this Agreement Contemplated Transactions do not and will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Parent Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsParent’s Subsidiaries; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights obligations or obligations under or any the creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation Parent or its Subsidiaries or loss of rights pursuant to any Material Parent Contract, in each case that would be binding upon Parent or any of its Subsidiaries; or (iii) result in a breach or violation of any Law or Order applicable to Parent or any Acquired Corporationof its Subsidiaries or any of its properties or assets, except, except in the each case of this clause in clauses (ii) and (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings as may be required by the Exchange ActAct and state Takeover Statutes, the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General HSR Act and other applicable Antitrust Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleNASDAQ, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company Parent nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person at any time prior to the Closing in connection with the execution, delivery and performance of this Agreement, including or the consummation by the Company Parent of the Merger and the other transactions contemplated by this AgreementContemplated Transactions, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely be expected to have a Company Parent Material Adverse Effect. (c) As of the date of this Agreement, neither Parent, Merger Sub nor any of their Subsidiaries is aware of any fact or circumstance relating to Parent’s, Merger Sub’s or any of their Subsidiaries’ respective businesses, assets, liabilities or operations that would reasonably be expected to impair, in any material respect, the ability of the parties to obtain, on a timely basis, any expiration of any waiting period or any authorization, consent, order, declaration or approval of any Governmental Body necessary and, as of the date of this Agreement, required under the HSR Act and other applicable Antitrust Laws for the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Dimension Therapeutics, Inc.)

Non-Contravention; Consents. (ai) Except as disclosed set forth in Part 3.24(aSection 3.4(b)(i) of the Company Seller Parent’s Disclosure ScheduleLetter and except as may result from any facts or circumstances relating to Buyer or any of its Affiliates, the execution, delivery and performance by Seller Parent of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement hereby will not: , (iA) result in a breach or violation of, or default under, conflict with any of the provisions of the Company Charter Documents articles of incorporation or bylaws of Seller Parent or the comparable governing instruments documents of any Affiliate of the other Acquired Corporations; Seller Parent, (iiB) conflict with, result in a breach of or default (with or without notice or lapse of time time, or both, result in ) under or give rise to a breach or violation of, a termination (or right of termination) or default termination under, any change in contract, agreement, permit, license or acceleration or creation of any rights or obligations under instrument to which Seller Parent or any creation Affiliate of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation Seller Parent is a party or loss of rights pursuant to any Material Contract; otherwise bound or (iiiC) result subject to the matters referred to in a breach or violation Section 3.4(b)(i), contravene any material Requirement of any Law applicable to Seller Parent or any Acquired Corporation, except, in the case Affiliate of this clause (iii), as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalSeller Parent. (bii) Except for filings No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required to be made by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ Seller Parent or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, execution and delivery and performance of this Agreement, including Agreement by Seller Parent or the consummation by the Company Seller Parent of any of the Merger and the other transactions contemplated by this Agreement, except those for (A) the filing of pre-merger notification and report forms under the HSR Act; (B) the approvals, filings that and notices required under the insurance Laws of the jurisdictions in which the Acquired Company and Acquired Company Subsidiaries are organized or transact the business of insurance; (C) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.4(b)(ii) of the Seller Parent’s Disclosure Letter; and (D) all other consents, approvals, authorizations, declarations, filings or notices where the failure to obtain such consents, approvals or authorizations or make such declarations, filings or obtain notices would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectbe not be material.

Appears in 1 contract

Samples: Stock Purchase Agreement (Enstar Group LTD)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(aset forth on Section 3.05(a) of the Company Sagicor Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by the Company Sagicor does not, and the consummation by the Company of the Sagicor Arrangement and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not: , in the case of each of the following clauses (i), (ii) and (iii), assuming compliance, approval, satisfaction, completion and acceptance (as applicable) with respect to all of the matters and requirements referred to in Section 3.05(b)(i) (and receipt of Sagicor Shareholder Approval): (i) violate or conflict with Sagicor Constitutive Documents; (ii) violate or conflict with any Law applicable to the Sagicor Group or any of their respective properties or assets; or (iii) violate, conflict with or result in a breach or violation of, constitute a default (or default underan event that, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, would constitute a default) under, result in a breach or violation the termination of, a termination (or right of termination) or default accelerate the performance required by the Sagicor Group under, any change result in or acceleration or the creation of any rights Lien upon any of the properties or obligations assets of the Sagicor Group under, or give rise to any obligation to obtain any regulatory approval or third-party consent under any of the terms, conditions or any creation provisions of any Encumbrance (other than Permitted Encumbrances) on Governmental Authorization or Material Contract to which any assets member of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iii) result in the Sagicor Group is a breach or violation of any Law applicable to any Acquired Corporation, party except, in the case of this with respect to clause (iii), assuch failures to comply, conflicts, violations, triggering of payments, terminations, accelerations, Liens, encumbrances, notices, authorizations, consents, approvals, breaches or defaults that would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Sagicor Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings required by the Exchange ActNo declaration, the MBCAfiling or registration with, the LLCAor notice to, Chapter 110C of the Massachusetts General Lawsor authorization, the Antitrust Laws and the rules and regulations of NASDAQ permit, consent or except as disclosed in Part 3.24(b) of the Company Disclosure Scheduleapproval of, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates Governmental Authority or any stock market or stock exchange on which Sagicor Common Shares are listed is required to give notice to, deliver any report to, make any filing with, be obtained or obtain any consent made by or waiver from any Person with respect to the Sagicor Group in connection with the execution, execution and delivery and performance of this Agreement, including Agreement by the Sagicor Group or the consummation by the Company Sagicor Group of the Merger and Sagicor Arrangement or the other transactions contemplated by this AgreementAgreement except: (i) (a) compliance with the rules and regulations of the Stock Exchanges, except those (b) the Bermuda Court Order and any approvals required by the Bermuda Court Order, (c) filing the Bermuda Court Order with the Registrar of Companies in Bermuda, (d) filings that required under, and compliance with other applicable requirements of, the HSR Act, and such other consents, filings, declarations or registrations as are required to be made or obtained under any other Antitrust Laws, (e) compliance with any applicable state securities or blue sky Laws, (f) approvals, filings and notices set forth in Section 3.05(b) of the Sagicor Disclosure Schedule (the “Sagicor Insurance and Banking Approvals”), (g) to the Knowledge of Sagicor, Alignvest Insurance and Banking Approvals, and (h) the Exchange Control Approval; or (ii) where the failure to make such declaration, filing, delivery or registration or notifications to obtain such authorization, permits, consents or approvals would not, individually or in the aggregate, reasonably likely to be expected to, individually or in the aggregate, have a Company Sagicor Material Adverse Effect.

Appears in 1 contract

Samples: Arrangement Agreement (Sagicor Financial Co Ltd.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleNYBCL, the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments bylaws (or other organizational documents) of any of the other Acquired CorporationsCompany; (ii) cause a violation by any Acquired Company of any Legal Requirement or order applicable to an Acquired Company, or to which an Acquired Company is subject; (iii) require any Consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of purchase, termination) or default under, any change in or amendment, cancellation, acceleration or creation other adverse change of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on benefit to which an Acquired Company is entitled under any assets provision of any Acquired Corporation or loss of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired CorporationCompany, except, except in the case of clauses (ii), (iii) and this clause (iiiiv), asas have not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalEffect. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of New York or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCANYBCL, the LLCAHSR Act and any applicable filing, Chapter 110C of the Massachusetts General Laws, the notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure ScheduleSEC and any national securities exchange, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is Acquired Companies are not required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution, delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Computer Task Group Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance by the OpCo Buyer of this Agreement by and the Company Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated by this Agreement Transactions, do not and will not: (i) conflict with or result in a violation or breach or violation of, or default under, of any provision of the provisions organizational documents of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsOpCo Buyer; (ii) with or without notice or lapse of time or bothsubject to the filings and other matters referred to in Section 4.02(b), result in a violation or breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation provision of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation Law or loss of rights pursuant Governmental Order applicable to any Material Contractthe OpCo Buyer; or (iii) require the consent, notice or other action by any Person under, result in a violation or breach of, constitute a default under or violation result in the acceleration of any Law applicable material agreement to any Acquired Corporationwhich the OpCo Buyer is a party, except, in the case of this clause (iii), aswhere the failure to obtain such consents, notices or other action or such conflicts, violations, breaches, defaults, accelerations, cancellations would not reasonably be expected to prevent or delay beyond the Outside Date the ability of the OpCo Buyer to consummate the Membership Interests Purchase. (b) Other than (i) the Closing Governmental Approvals; (ii) any filings required to be made under the HSR Act; (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws; and (iv) such filings as necessary to comply with the applicable requirements of The Nasdaq Stock Market, neither the OpCo Buyer nor any of its Subsidiaries is required to file, seek or obtain any consent, approval, Permit, or Governmental Order of or with any Governmental Authority in connection with the execution, delivery or performance by the OpCo Buyer of this Agreement, or any of the Ancillary Agreements to which it is a party, or the consummation of the Transactions or thereby, except such consents, approvals, Permits or Governmental Orders which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in prevent or delay beyond the case of this clause (iii), compliance with Outside Date the applicable provisions ability of the MBCA and OpCo Buyer to consummate the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalMembership Interests Purchase. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Transaction Agreement (Vici Properties Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, Neither the execution, delivery and or performance of this Agreement by Seller or any of the Company and Related Agreements to which Seller is (or will be at Closing) a party, nor the consummation by the Company Seller of the transactions contemplated hereby or by this Agreement the Related Agreements, will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without the giving of notice or the lapse of time time, or both, result in a breach ): (a) conflict with or violation of, a termination violate any provision of the charter or bylaws or other organizational documents of Seller; (or right of terminationb) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of create any Encumbrance (other than a Permitted EncumbrancesEncumbrance) upon any of the Acquired Assets; (c) require on the part of Seller any assets filing with, notice to, exemption from, or any Permit, authorization, consent or approval of, any Governmental Entity with respect to the Acquired Assets, except for (i) compliance by Seller with the applicable requirements of the Xxxx‑Xxxxx‑Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and any Acquired Corporation or loss of rights pursuant to any Material Contract; or other applicable Antitrust Laws, (ii) the Seller Orphan Designation Letter, (iii) the Seller FDA Letter and (iv) the filing of the Proxy Statement with the SEC in preliminary and definitive forms; (d) subject to obtaining the Third Party consents or providing the notices set forth on Section 5.02(h) of the Seller Disclosure Letter, conflict with, violate or result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or violation cancel, require any notice, right of first offer or refusal, consent or waiver under, or result in the loss of any right or privilege under, any Assigned Contract, or other instrument to which Seller is a party or by which any of the Acquired Assets are bound; or (e) conflict with or violate any Order or Law or other restriction of any Governmental Entity applicable to Seller, any of the Acquired CorporationAssets or any of the Assumed Liabilities, except, in the case of this clause clauses (iii)b) through (e) above, asfor such conflicts, individually breaches, defaults, consents, approvals, authorizations, declarations, filings or in the aggregate, notices which would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Seller Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vertex Pharmaceuticals Inc / Ma)

Non-Contravention; Consents. The execution and delivery of this Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) Except as disclosed cause a violation of any of the provisions of the certificate of incorporation or bylaws or other organizational documents of Parent or Purchaser; (b) assuming the filing of the certificate of merger and compliance with the applicable provisions of the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws in those jurisdictions identified in Part 3.24(a6.2(d) of the Company Disclosure Schedule, and the executionrules and regulations of Nasdaq, delivery subject to the filings and performance other matters referred in the second sentence of this Agreement Section 4.4, cause a violation by the Company and the consummation by the Company Parent or Purchaser of the transactions contemplated by this Agreement will not: any applicable Law or order applicable to Parent or Purchaser, or to which they are subject; or (ic) conflict with, result in a breach or violation of, or constitute a default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time time), or both, result in give rise to a breach or violation of, a termination (or right of termination) or default under, any change in modification or acceleration or creation of any rights material Contract to which Parent or obligations under Purchaser is a party or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation by which it is bound or result in the loss of rights pursuant to a material benefit under any Material such Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in the case of this clause clauses “(iiib)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), asstate takeover laws, individually the filing of the certificate of merger pursuant to the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws in those jurisdictions identified in Part 6.2(d) of the aggregateCompany Disclosure Schedule, neither Parent nor Purchaser is required to make any filing with give notice to, or to obtain any Consent from any Person, at or prior to the Closing in connection with the execution and delivery of this Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)

Non-Contravention; Consents. (a) Except as disclosed set forth in Part 3.24(a) 3.22 of the Company Disclosure ScheduleSchedule and assuming compliance with the applicable provisions of the DGCL, the executionHSR Act, the rules and regulations of NYSE and, in the case of the Merger, if required by applicable Legal Requirements, the receipt of the Required Company Stockholder Vote, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not: (ia) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents Certificate of Incorporation or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in a breach or violation of, a termination bylaws (or right of terminationsimilar organizational documents) or default under, any change in or acceleration or creation of any rights or obligations under or any creation of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or loss of rights pursuant to any Material ContractCorporation; or (iiib) result in cause a breach or violation by any Acquired Corporation of any Law Legal Requirement or order applicable to any Acquired Corporation, or to which any Acquired Corporation is subject; or (c) conflict with, result in breach of, or constitute a default under, any Material Contract, except, in the case of this clause clauses “(iiib)” and “(c)”, asfor such conflicts, individually violations, breaches or in the aggregate, defaults as would not reasonably be expected to have a Company Material Adverse Effect material and assuming, in adverse effect on the case of this clause (iii), compliance with the applicable provisions business or operations of the MBCA Company and the LLCAits Subsidiaries, Chapter 110C taken as a whole. Except as set forth in Part 3.22 of the Massachusetts General Laws, the Antitrust Laws Company Disclosure Schedule and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings as may be required by the Exchange ActAct (including, without limitation, the MBCArequirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the LLCA, Chapter 110C Merger-related compensation of the Massachusetts General LawsCompany’s named executive officers and the filing with the SEC of the Schedule 14D-9, the Proxy Statement, any information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (together with any amendments or supplements thereto, the “Information Statement”) and such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement), the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) NYSE, none of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates Acquired Corporations is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person at any time prior to the Closing in connection with the execution, execution and delivery and performance of this Agreement, including or the consummation by the Company of the Merger and the other transactions contemplated by this AgreementMerger, except those filings that the failure to make or obtain would are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Greenway Medical Technologies Inc)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) The execution and delivery of this Agreement by the Company Disclosure Scheduledo not, and the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: , (i) conflict with or violate the Company’s Organizational Documents, (ii) assuming that all consents, approvals, and other authorizations described in Section 3.5(b) have been obtained and that all filings and other actions described in Section 3.5(b) have been made or taken and the Required Company Stockholder Vote has been obtained, conflict with or violate any Law applicable to the Company or by which any property or asset of the Company is bound, or (iii) result in a any breach or violation ofof or constitute a default (or an event which, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Acquired Corporations; (ii) with or without notice or lapse of time or both, result in would become a breach default) by the Company or violation ofany Company Subsidiary under, a termination (or give to others any right of termination) , amendment, acceleration, or default cancellation of, or result in the loss of any benefit under, any change in or acceleration or creation of any rights or obligations under or any the creation of any Encumbrance (other than Permitted Encumbrances) on any the properties or assets of any Acquired Corporation or loss of rights the Company pursuant to to, any Material Contract; or (iii) result in a breach or violation of any Law applicable to any Acquired Corporation, except, in with respect to each of the case of this clause foregoing clauses (ii) and (iii), asfor any such conflict, individually or in the aggregateviolation, would not reasonably be expected to have a Company Material Adverse Effect and assumingbreach, in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder Approval. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing withdefault, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings occurrence that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger by the End Date. (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, require any consent, approval, authorization, or permit of, or filing with or notification to any Governmental Body except for (i) applicable requirements, if any, of the Exchange Act, (ii) the filing with the SEC of the Proxy Statement, (iii) any filing required under the rules and regulations of NASDAQ Global Market, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (v) any consent, approval, order, authorization, authority, transfer, waiver, disclaimer, registration, declaration, or filing set forth in Section 3.5(b) of the Company Disclosure Schedule, and (vi) any other consent, approval, order, authorization, authority, transfer, waiver, disclaimer, registration, declaration, or filing, which, in each case, if not obtained or made would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Landos Biopharma, Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) of the Company Disclosure Schedule, the The execution, delivery and performance by OpCo Buyer of this Agreement by and the Company Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated by this Agreement Transactions, do not and will not: (i) conflict with or result in a violation or breach or violation of, or default under, of any provision of the provisions organizational documents of the Company Charter Documents or the comparable governing instruments of any of the other Acquired CorporationsOpCo Buyer; (ii) with or without notice or lapse of time or bothsubject to the filings and other matters referred to in Section 4.02(b), result in a violation or breach or violation of, a termination (or right of termination) or default under, any change in or acceleration or creation of any rights or obligations under or any creation provision of any Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation Law or loss of rights pursuant Governmental Order applicable to any Material Contractthe OpCo Buyer; or (iii) require the consent, notice or other action by any Person under, result in a violation or breach of, constitute a default under or violation result in the acceleration of any Law applicable material agreement to any Acquired Corporationwhich the OpCo Buyer is a party, except, in the case of this clause (iii), aswhere the failure to obtain such consents, notices or other action or such conflicts, violations, breaches, defaults, accelerations, cancellations would not reasonably be expected to prevent or delay beyond the Outside Date the ability of the OpCo Buyer to consummate the JCC Membership Interests Purchase. (b) Other than (i) the Closing Governmental Approvals; (ii) any filings required to be made under the HSR Act; and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws, neither the OpCo Buyer, nor any of its Subsidiaries is required to file, seek or obtain any consent, approval, Permit, or Governmental Order of or with any Governmental Authority in connection with the execution, delivery or performance by the OpCo Buyer of this Agreement, or any of the Ancillary Agreements to which it is a party, or the consummation of the Transactions or thereby, except such consents, approvals, Permits or Governmental Orders which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming, in prevent or delay beyond the case of this clause (iii), compliance with Outside Date the applicable provisions ability of the MBCA and OpCo Buyer to consummate the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalMembership Interests Purchase. (b) Except for filings required by the Exchange Act, the MBCA, the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver from any Person in connection with the execution, delivery and performance of this Agreement, including the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those filings that the failure to make or obtain would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Transaction Agreement (Vici Properties Inc.)

Non-Contravention; Consents. (a) Except as disclosed in Part 3.24(a) Assuming compliance with the applicable provisions of the Company Disclosure ScheduleDGCL, the executionHSR Act, Takeover Laws and the rules and regulations of the SEC and NASDAQ, the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions will not: (i) result in cause a breach or violation of, or default under, of any of the provisions of the Company Charter Documents certificate of incorporation or the comparable governing instruments of any bylaws of the other Acquired CorporationsCompany; (ii) cause a violation by any Acquired Company of any Legal Requirement or order applicable to any Acquired Company, or to which any Acquired Company is subject; (iii) require any consent under, conflict with, result in breach of, or constitute a default under (or an event that with or without notice or lapse of time or bothboth would become a default), result in a breach or violation of, a termination (or give rise to any right of termination) , amendment, cancellation, acceleration adverse to any Acquired Company, or default under, any other adverse change in or acceleration or creation of any rights right or obligations under obligation or any creation the loss of any Encumbrance (other than Permitted Encumbrances) on any assets of benefit to which any Acquired Corporation or loss Company is entitled, under any provision of rights pursuant to any Material Contract; or (iiiiv) result in an Encumbrance (other than a breach Permitted Encumbrance) on any of the property or violation assets of any Law applicable to any Acquired Corporation, exceptCompany, in the case of this clause (iiieach of clauses ‎(ii), as‎(iii) and ‎(iv) except as would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assumingwould not, or would reasonably not be expected to, materially impair, prevent or materially delay the Company’s ability to consummate the Transactions prior to the End Date on the terms set forth in the case of this clause (iii), compliance with the applicable provisions of the MBCA and the LLCA, Chapter 110C of the Massachusetts General Laws, the Antitrust Laws and the listing requirements of NASDAQ, the filing of the S-4 Registration Statement (including the Proxy Statement/Prospectus) and obtaining Stockholder ApprovalAgreement. (b) Except for filings the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MBCADGCL, the LLCA, Chapter 110C of the Massachusetts General Takeover Laws, the Antitrust Laws HSR Act and the applicable rules and regulations of NASDAQ or except as disclosed in Part 3.24(b) of the SEC and any national securities exchange, no Acquired Company Disclosure Schedule, and assuming the filing of the Proxy Statement/Prospectus and obtaining the Stockholder Approval, neither the Company nor any of its Affiliates is required to give notice to, deliver any report to, make any filing with, or obtain any consent or waiver Consent from any Person Governmental Body in connection with the execution, execution and delivery and performance of this AgreementAgreement by the Company, including or the consummation by the Company of the Merger and or the other transactions contemplated by this AgreementTransactions, except those filings that the failure to make or obtain would notnot have, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect and would not, or would reasonably not be expected to, materially impair, prevent or materially delay the Company’s ability to consummate the Transactions prior to the End Date on the terms set forth in this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Gilead Sciences, Inc.)