Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or the Stockholder Agreements, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company; (b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is subject; (c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company; (d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract; (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or (f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 4 contracts
Samples: Merger Agreement (Diedrich Coffee Inc), Merger Agreement (Diedrich Coffee Inc), Merger Agreement (Peets Coffee & Tea Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 To the best knowledge of the Disclosure ScheduleCompany, neither (1) the executionexecution and delivery of any of this Agreement, delivery nor the consummation or performance of this Agreement or the Stockholder Agreements, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated hereby, will directly or indirectly (with or without notice or lapse of time):
2.3.1 Contravene, conflict with or result in a violation of (ai) contraveneany of the provisions of Company's articles of incorporation or Bylaws, or (ii) any resolution adopted by the Shareholders, Company's Board of Directors or any committee of Company's Board of Directors;
2.3.2 Contravene, conflict with or result in a violation of: (i) , or give any Governmental Body or other Person the right to challenge any of the provisions of the Charter Documents of the Company; transactions contemplated hereby or (ii) to exercise any resolution adopted by the stockholdersremedy or obtain any relief under, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the CompanyCompany or any Shareholder, or any of the assets owned or used by the Company, is subject;
(c) in any material respect2.3.3 Cause Company to become subject to, contravene, conflict with or result in a violation of any of to become liable for the terms or requirements payment of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the CompanyTax;
(d) in any material respect, contravene2.3.4 Contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give of the Contracts;
2.3.5 Give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Contract; , (ii) accelerate the maturity or performance of any such Material Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;
(e) result 2.3.6 Give any Person the right to any payment by Company or give rise to any acceleration or change in the imposition award, grant, vesting or creation determination of options, warrants, rights, severance payments or other contingent obligations of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result nature whatsoever of Company in the transfer favor of any material asset Person, in any such case as a result of the change in control of Company to any Person (except as or otherwise resulting from the transactions contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.hereby;
Appears in 3 contracts
Samples: Stock Purchase Agreement (Vertical Computer Systems Inc), Stock Purchase Agreement (Vertical Computer Systems Inc), Stock Purchase Agreement (Silk Botanicals Com Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1) Neither the execution, delivery or performance of this Agreement or the Stockholder Agreements, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contraveneContravene, conflict with or result in a violation of (i) any of the provisions of the Company’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by the Shareholders or the Company’s board of directors;
(b) Contravene, conflict with or result in a violation of: (i) , or give any Governmental Body or other Person the right to challenge any of the provisions of the Charter Documents of the Company; transactions contemplated by this Agreement or (ii) to exercise any resolution adopted by the stockholdersremedy or obtain any relief under, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contraveneContravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contraveneContravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Contract; , (ii) accelerate the maturity or performance of any such Material Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;; or
(e) result Result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer of any material asset aggregate, materially detract from the value of the Company to any Person (except as contemplated by this Agreement)assets subject thereto or materially impair the operations of the Company. Except as set forth in Part 3.24 of the Disclosure ScheduleSchedule 2.21, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the CompanyAgreement, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Quantumsphere, Inc.), Merger Agreement (Quantumsphere, Inc.), Merger Agreement (Way Cool Imports Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 Assuming compliance with the applicable provisions of the DGCL, and except as disclosed on Part 2.20 of the Company Disclosure Schedule, neither (1) the execution, execution and delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the CompanyCompany Entities; or (ii) any resolution adopted by the stockholders, the board Board of directors Directors or any committee of the board Board of directors Directors of any of the CompanyCompany Entities;
(b) in any material respect, contravene, conflict with or result in a violation of of, any Legal Requirement or any Order to which any of the CompanyCompany Entities, or any of the assets owned or used by any of the CompanyCompany Entities, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Entities or that otherwise relates to the business of any of the Company Entities or to any of the assets owned or used by any of the CompanyCompany Entities;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material tangible asset owned or used by any of the Company, Company Entities (except for the Company Permitted Encumbrances); or
(f) result in the disclosure or delivery to any escrowholder or other Person of any material Company IP (including Company Source Code), or the transfer of any material asset of any of the Company Entities to any Person (except as contemplated by this Agreement)Person. Except as set forth in Part 3.24 may be required by the DGCL, none of the Disclosure ScheduleCompany Entities was, the Company is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement by the Company, Agreement; or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 3 contracts
Samples: Merger Agreement (Precision Therapeutics Inc.), Merger Agreement, Merger Agreement (Skyline Medical Inc.)
Non-Contravention; Consents. Except as set forth in Part 3.24 2.19 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the Stockholder Agreementsother agreements referred to in this Agreement, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents Company's Articles of the Company; Incorporation or bylaws, or (ii) any resolution adopted by the stockholdersCompany's Shareholders, the Company's board of directors or any committee of the Company's board of directors of the Companydirectors;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the properties or assets owned or used by any of the CompanyAcquired Companies, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, of any Governmental Authorization that is held by any of the Company Acquired Companies or that otherwise relates to the business of the Company or to any of the properties or assets owned or used by any of the CompanyAcquired Companies;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Material Contract; , (ii) accelerate the maturity or performance of any such Company Material Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;; or
(e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material property or asset owned or used by the Company, any Acquired Company (except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer aggregate, materially detract from the value of the properties or assets subject thereto or materially impair the operations of any material asset of the Company to any Person (except as contemplated by this Agreementsuch Acquired Company). Except as set forth in Part 3.24 2.19 of the Company Disclosure Schedule, none of the Company Acquired Companies is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by or any of the Companyother agreements referred to in this Agreement, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Interwest Home Medical Inc), Merger Agreement (Interwest Home Medical Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 2.22 of the Disclosure Schedule, neither neither: (1) the execution, delivery or performance of this Agreement or any of the Stockholder Agreements, other Transactional Agreements by the Acquired Companies; nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the any Charter Documents of any of the CompanyAcquired Companies; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the CompanyAcquired Companies;
(b) in any material respect, contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy, or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which any of the Company, Acquired Companies or any of the assets owned or used by any of the CompanyAcquired Companies, is subject;
(c) in require the Acquired Companies to make any material respectfiling with or give any notice to, or to obtain any Consent from, any Governmental Body or contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business identified in Part 2.14 of the Company or to any of the assets owned or used by the CompanyDisclosure Schedule;
(d) in require the Acquired Companies to give any material respectnotice, or to obtain any Consent, under any Material Contract or contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;; or
(e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated TransactionsAcquired Companies (except for minor liens that will not, except as may be required by in any case or in the Securities Actaggregate, materially detract from the Exchange Act, value of the DGCL, assets subject thereto or materially impair the operations of any applicable state or foreign securities laws, of the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsAcquired Companies).
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (OMNICELL, Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 2.21 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or the Stockholder Agreementsany Company Ancillary Agreement, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents Company’s articles of the Company; incorporation or bylaws, or (ii) any resolution adopted by the Company’s stockholders, the Company’s board of directors or any committee of the Company’s board of directors of the Companydirectors;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that is a Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Company Contract; , (ii) accelerate the maturity or performance of any such Material Company Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Company Contract;; or
(e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer of any material asset aggregate, materially detract from the value of the Company to any Person (except as contemplated by this Agreementassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 3.24 2.21 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by or any of the Companyother agreements referred to in this Agreement, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Poseida Therapeutics, Inc.), Merger Agreement (Poseida Therapeutics, Inc.)
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1a) the The execution, delivery or performance of this Agreement or the Stockholder Agreements, nor (2) and the consummation by the Company of the Offer, the Merger or any of the other Contemplated Transactions, Transactions will directly or indirectly not (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents organizational documents of the Company; , or (ii) any resolution adopted by the stockholders, the board of directors shareholders or any committee of the board of directors of the Company;
(bii) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is may be subject;
(ciii) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, in any material respect any provision of any Material Contract, Contract or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Material Contract, (iii) accelerate the maturity or performance of any obligation under any such Material Contract; , or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;; or
(ev) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or).
(fb) result in the transfer of any material asset of the The Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedulehas not made, the Company is not and nor will not it be required to make make, any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (xi) the execution, delivery or performance of this Agreement by (ii) the consummation of any of the Transactions. For purposes of this Agreement, the Company will be deemed to be or to have been “required” to obtain a Consent if the failure to obtain such Consent: (A) would result in the imposition of any material liability or obligation on, or the material expansion of any liability or obligation of, the Company, (yB) would result in the executiontermination, delivery modification or performance limitation of the Stockholder Agreements any material contractual or (z) the consummation other right of the Offer, the Merger or any of the other Contemplated TransactionsCompany, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws(C) would otherwise have a Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vir Biotechnology, Inc.), Securities Purchase Agreement (Vir Biotechnology, Inc.)
Non-Contravention; Consents. Except Assuming compliance with the applicable provisions of the DGCL and the listing requirements of the New York Stock Exchange MKT, except as set forth in Part 3.24 2.4 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or the Stockholder AgreementsAgreement, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will will, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the CompanyAPI Corporations; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the CompanyAPI Corporations;
(b) in any material respect, contravene, conflict with or result in a violation of of, any Legal Requirement or any Order to which any of the CompanyAPI Corporations, or any of the assets owned or used by any of the CompanyAPI Corporations, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company API Corporations or that otherwise relates to the business of any of the Company API Corporations or to any of the assets owned or used by any of the CompanyAPI Corporations;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) accelerate the maturity or performance of any such Company Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by any of the Company, API Corporations (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the API Corporations); or
(f) result constitute the occurrence of an event listed in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement)MCL 125.2088(c)(4) for which grants or loans shall not be used. Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCLDGCL and the listing requirements of the New York Stock Exchange MKT, none of the API Corporations is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any applicable state Governmental Body in connection with: (x) the execution, delivery or foreign securities lawsperformance of this Agreement; or (y) the consummation of the Merger or any of the other Contemplated Transactions, except where the HSR Actfailure to make any such filing or give any such notice or to obtain any such Consent would not, any foreign antitrust Legal Requirement and individually or in the NASD Bylawsaggregate, be material to the API Corporations.
Appears in 2 contracts
Samples: Merger Agreement (Luna Innovations Inc), Merger Agreement (Advanced Photonix Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1a) Neither the execution, delivery or performance of this Agreement or the Stockholder Agreements, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of subject to obtaining the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respectCompany Shareholder Approval, contravene, conflict with or result in a violation of any of the terms provisions of the Company’s Charter Documents;
(ii) subject to obtaining the Company Shareholder Approval and the Consents set forth in Part 2.21(a)(ii) of the Disclosure Schedule, the filing of the IIA Share Transfer Notice and assuming the Governmental Authorizations referred to in Section 2.12(b), contravene, conflict with or requirements result in a violation of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate challenge the Merger or modifyto exercise any remedy or obtain any relief under, any Governmental Authorization that is held by Law or any Order to which the Company or that otherwise relates to the business of the any Company Subsidiary, or to any portion of the assets owned or used by the Company;Company or any Company Subsidiary, is subject (except, in each case, pursuant to any applicable Antitrust Law) except, in each case, as would not individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; or
(diii) subject to obtaining the Consents set forth in any material respectPart 2.21(a)(iii) of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any such Material Contract; (iiB) a rebate, chargeback or penalty under any Material Contract; (C) accelerate the maturity or performance of any such Material Contract; or (iiiD) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;
(e) result , except in each case where the imposition contravention of, conflict with, or creation violation or breach of any Encumbrance upon such provision, or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company giving to any Person of such rights, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(except as contemplated by this Agreement). b) Except as may be required by the Exchange Act, and except for any filings, notices or Consents set forth in Part 3.24 2.21(b) of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, to or to obtain any Consent from, from any Person in connection with (xi) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements Agreement; or (zii) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, except as may in each case where the failure to make any filing, give any notice or obtain any Consent would not, individually or in the aggregate, reasonably be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsexpected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Rosetta Genomics Ltd.), Merger Agreement (Rosetta Genomics Ltd.)
Non-Contravention; Consents. Except as set forth in Part 3.24 of Neither the Disclosure Schedule, neither Company’s (1a) the execution, delivery or performance of this Agreement or any of the Stockholder Related Agreements, nor (2b) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement or any of the Related Agreements to which it is a party, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the CompanyCompany Constituent Documents;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Company Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Company Contract; , (ii) accelerate the maturity or performance of any such Material Company Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Company Contract;; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer aggregate, materially detract from the value of any material asset the assets subject thereto or materially impair the operations of the Company). No filing by the Company with, notice by the Company to or Consent from any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (xy) the Company’s execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance any of the Stockholder Agreements Related Agreements, or (z) the consummation by the Company of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by this Agreement or any of the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsRelated Agreements.
Appears in 1 contract
Samples: Merger Agreement (Volcano Corp)
Non-Contravention; Consents. Except as set forth in Part 3.24 Assuming compliance with the applicable provisions of the DGCL, and except as disclosed on Section 2.11 of the Company Disclosure Schedule, neither (1) the execution, execution and delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents certificate of incorporation or bylaws of the Company; or (ii) any resolution adopted by the stockholders, Company Stockholders or the board of directors or any committee of the board of directors of the CompanyCompany Board;
(b) in any material respect, contravene, conflict with or result in a violation of of, any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material material Company Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material material Company Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such material Company Contract; (iii) accelerate the maturity or performance of any such Material material Company Contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Material material Company Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material tangible asset owned or used by the Company, Company (except for Permitted Encumbrances; orEncumbrances or minor Encumbrances that will not, in any individual case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company);
(f) result in the disclosure or delivery to any escrow holder or other Person of any material Company IP, or the transfer of any material asset of the Company to any Person Person; or
(except as contemplated by this Agreement)g) other than, in the case of clauses (b)-(f) above, any such contravention, conflict, violations, breaches and defaults, or rights of termination or cancellation of obligations, which would not, individually or in the aggregate, have or would be reasonably expected to have a Company Material Adverse Effect. Except as set forth in Part 3.24 of may be required by the Disclosure ScheduleDGCL, the Company was, is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement by the Company, Agreement; or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Twinlab Consolidated Holdings, Inc.)
Non-Contravention; Consents. Except as set forth in Part 3.24 Neither the execution and delivery by the Company of any of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or the Stockholder Agreements, Transaction Agreements nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (indirectly, with or without notice or lapse of time)::
(a) contravene, conflict with or result in a violation of: (i) , or give any of Governmental Body or other Person the provisions of right to challenge the Charter Documents of the Company; Merger or (ii) to exercise any resolution adopted by the stockholdersremedy or obtain any relief under, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the Company, any of the Stockholders or any of the assets owned Assets of the Company are subject;
(b) contravene, conflict with or used by result in a violation of the provisions of the Certificate of Incorporation or Bylaws of the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to any Employee, except the business of the Company extent such contravention, conflict or to any of the assets owned or used by the Companyviolation would not have a Material Adverse Effect;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or ;
(e) give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Contract; , (ii) accelerate the maturity or performance of any such Material Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;; or
(ef) result in the imposition or creation of any Encumbrance upon or with respect to any of the material asset owned or used by Assets of the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Scheduleon Schedule 7.4, the Company was not, is not and or will not be legally required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, execution and delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance any of the Stockholder Transaction Agreements or (z) the consummation of the OfferMerger, other than the receipt by the Company of the Consent of the requisite Stockholders to the Merger or any and the filing of the other Contemplated Transactions, except as may be required by Certificate of Merger with the Securities Act, Secretary of State of the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsState of Delaware.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1) Neither the execution, delivery or performance of this Agreement or the Stockholder Agreements, nor (2) the consummation of the OfferMerger, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Company Organization Documents of the Company; or (ii) any resolution adopted by the stockholdersshareholders, the board Board of directors Directors or any committee of the board Board of directors Directors of any of the CompanyAcquired Corporations;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Order, writ, injunction, judgment or decree to which any of the CompanyAcquired Corporations, or any of the material assets owned or used by any of the CompanyAcquired Corporations, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Acquired Corporations or that is otherwise relates material to the business of any of the Company Acquired Corporations or to any of the assets owned or used by any of the Company;Acquired Corporations; or
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (iii) accelerate the maturity or performance of any such Company Material Contract; , or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;
(e) , except in each case to the extent that such violations, breaches or defaults would not result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement)a Material Adverse Effect. Except as set forth in Part 3.24 may be required by the Exchange Act, the CGCL and the rules and regulations of the Disclosure ScheduleNasdaq Stock Market (as such rules and regulations relate to the Registration Statement and the Proxy Statement), and such filings as may be required under the Company Hart-Scott-Rodino Antxxxxxx Xxxxxxxxxxts Act of 1976, as amended ("HSR") none of the Acquired Corporations was, is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the CompanyAgreement, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, except as may be required by in each case, where the Securities Actfailure to obtain any Consent would not, individually or in the Exchange Actaggregate, have a Material Adverse Effect on the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsAcquired Corporations.
Appears in 1 contract
Samples: Merger Agreement (Cylink Corp /Ca/)
Non-Contravention; Consents. Except as set forth in Part 3.24 2.21 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the Stockholder Related Agreements, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement or any of the Related Agreements, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company's Constituent Documents;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned owned, used or used controlled by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of the Company or to any of the assets owned owned, used or used controlled by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that is or would constitute a Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Company Contract; , (ii) accelerate the maturity or performance of any such Material Company Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Company Contract;; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer of any material asset aggregate, materially detract from the value of the Company to any Person (except as contemplated by this Agreementassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 3.24 2.21 of the Company Disclosure ScheduleSchedule and except for filings pursuant to the HSR Act (as hereinafter defined), the Company is not and will not be required to make any no filing with, give any notice to, to or to obtain any Consent from, consent from any Person is required in connection with (x) the execution, delivery or performance of this Agreement by or any of the CompanyRelated Agreements, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by this Agreement or any of the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsRelated Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp)
Non-Contravention; Consents. Except as set forth in Part 3.24 Section 4.03 of the Selling Shareholder's Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or the Stockholder Agreementsany other Transaction Document by such Selling Shareholder, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated TransactionsTransactions by such Selling Shareholder, will directly or indirectly (with or without notice or lapse of time):time or both), in each case, only to the extent reasonably expected to prevent the parties from consummating the Transactions:
(a) contravene, conflict with or result in a violation or breach of: (i) any of the provisions of the any Charter Documents Document of the Company; such Selling Shareholder or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the CompanyApplicable Law;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Companysuch Selling Shareholder;
(dc) in any material respect, contravene, conflict with or result in a violation or breach of, of or result in a default under, under any provision of any Material Contract, Contract to which such Selling Shareholder is bound or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(fd) result in Other then Selling Shareholders that are required to file with the transfer of TASE, or with any material asset of other stock exchange or with any securities authority, a report with respect to the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure ScheduleTransactions, the Company such Selling Shareholder neither was, is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, Transaction Documents to which such Selling Shareholder is a party or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Samples: Share Purchase Agreement (Sapiens International Corp N V)
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither Neither
(1) the execution, delivery or performance of this Agreement or by the Stockholder Agreements, Company nor (2) the consummation of the Offer, transactions contemplated by this Agreement by the Merger or any of the other Contemplated TransactionsCompany, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents articles of incorporation, bylaws or other charter or organizational documents of the Company; Company or (ii) any effective resolution adopted by the stockholdersshareholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement Requirement, or give any Order Governmental Body or other Person the right to prohibit or delay the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Contract; , (ii) accelerate the maturity or performance of any such Material Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 2.23 of the Company Disclosure Schedule, the Company neither was, is not and nor will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by or any of the Company, other agreements referred to in this Agreement or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 2.21 of the Disclosure Schedule, and except where it is not reasonably likely to have a Material Adverse Effect on the Company, neither (1a) the execution, delivery or performance of this Agreement or any of the Stockholder Agreementsother agreements referred to in this Agreement, nor (2b) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a violation of (A) any of the provisions of the Company's articles of incorporation or bylaws or (B) any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors;
(ii) contravene, conflict with or result in a violation of: (i) , or give any Governmental Body or other Person the right to challenge any of the provisions of the Charter Documents of the Company; transactions contemplated by this Agreement or (ii) to exercise any resolution adopted by the stockholdersremedy or obtain any relief under, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(ciii) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of the Company or to any of the assets owned or used by the Company;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that is or would constitute a Material Contract, or give any Person the right to: to (iA) declare a default or exercise any remedy under any such Material Company Contract; , (iiB) accelerate the maturity or performance of any such Material Company Contract; , or (iiiC) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Company Contract;; or
(ev) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer of any material asset aggregate, materially detract from the value of the Company to any Person (except as contemplated by this Agreementassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 3.24 2.21 of the Disclosure ScheduleSchedule or otherwise required by the terms of this Agreement, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by or any of the Company, other agreements referred to in this Agreement or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 (a) Subject to obtaining the Required Company Stockholder Vote, compliance with any applicable requirements of the Disclosure ScheduleHSR Act (if applicable), neither (1x) the execution, delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement of the provisions of the Company’s Organizational Documents;
(ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to by which the Company, or any of the assets owned or used by the Company, is subject;
(ciii) in any material respect, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company Company, or to any of the assets owned owned, leased or used by the Company;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (C) accelerate the maturity or performance of any such Company Material Contract; Contract or (iiiD) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;, except in the case of any nonmaterial breach, default, penalty or modification; or
(ev) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or).
(fb) result in Except for (i) the transfer of Required Company Stockholder Vote, (ii) compliance with any material asset applicable requirements of the Company to any Person HSR Act (except if applicable) and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedulemay be required under applicable federal and state securities laws, the Company was not, is not and not, nor will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the OfferContemplated Transactions.
(c) No state takeover statute or similar Law applies or purports to apply to the Acquisition, the Merger this Agreement or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Samples: Acquisition Agreement (MingZhu Logistics Holdings LTD)
Non-Contravention; Consents. Except as set forth in Part 3.24 Assuming compliance with the applicable provisions of the DGCL, and except as disclosed on Part 2.20 of the Company Disclosure Schedule, neither (1) the execution, execution and delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2) the consummation of the Offer, the Merger Share Exchange or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the CompanyCompany Entities; or (ii) any resolution adopted by the stockholders, the board Board of directors Directors or any committee of the board Board of directors Directors of any of the CompanyCompany Entities;
(b) in any material respect, contravene, conflict with or result in a violation of of, any Legal Requirement or any Order to which any of the CompanyCompany Entities, or any of the assets owned or used by any of the CompanyCompany Entities, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Entities or that otherwise relates to the business of any of the Company Entities or to any of the assets owned or used by any of the CompanyCompany Entities;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material tangible asset owned or used by any of the Company, Company Entities (except for the Company Permitted Encumbrances); or
(f) result in the disclosure or delivery to any escrowholder or other Person of any material Intellectual Property Rights (including source code), or the transfer of any material asset of any of the Company Entities to any Person (except as contemplated by this Agreement)Person. Except as set forth in Part 3.24 may be required by the DGCL, none of the Disclosure ScheduleCompany Entities was, the Company is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement by the Company, Agreement; or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger Share Exchange or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 (a) Subject to obtaining the Required Company Stockholder Vote, compliance with any applicable requirements of the Disclosure ScheduleHSR Act (if applicable) and the filing of the Certificate of Merger and Certificate of Designation required by the DGCL or DLLCA, neither (1x) the execution, delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement of the provisions of the Company’s Organizational Documents;
(ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to by which the Company, or any of the assets owned or used by the Company, is subject;
(ciii) in any material respect, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company Company, or to any of the assets owned owned, leased or used by the Company;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (C) accelerate the maturity or performance of any such Company Material Contract; Contract or (iiiD) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;, except in the case of any nonmaterial breach, default, penalty or modification; or
(ev) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or).
(fb) result in Except for (i) the transfer of any material asset Required Company Stockholder Vote, (ii) the filing of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 Certificate of Merger and Certificate of Designation with the Secretary of State of the Disclosure ScheduleState of Delaware pursuant to the DGCL or DLLCA, (iii) compliance with any applicable requirements of the HSR Act (if applicable) and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, the Company was not, is not and not, nor will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the OfferContemplated Transactions.
(c) No state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Merger Company Stockholder Support Agreements or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither Neither
(1) the execution, delivery or performance of this Agreement or any of the Stockholder Agreementsother agreements referred to in this Agreement, nor (2) the consummation of the Offer, the Merger Mergers or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents Target's Articles of the Company; Incorporation, Bylaws or other charter or organizational documents of any of Target, or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Companyany of Target;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Mergers or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the CompanyTarget, or any of the assets owned or used by the CompanyTarget, is subject, if the result would have a Material Adverse Effect on Target;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Target or that otherwise relates to the Target's business of the Company or to any of the assets owned or used by Target, if the Companyresult would have a Material Adverse Effect on Target;
(d) in any material respect, contravene, conflict with or result in a violation or material breach of, or result in a default (or an event that with notice or lapse of time or both would become a default) under, any provision of any Target Contract that is or would constitute a Target Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Target Material Contract; , (ii) a rebate, charge-back, penalty or change in delivery schedule under any such Target Material Contract, (iii) accelerate the maturity or performance of any such Target Material Contract; , or (iiiiv) cancel, terminate or materially modify any right, benefit, obligation or other term of any such Target Material Contract;, if the result would have a Material Adverse Effect on Target; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Target (except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any material asset of the Company to any Person (except as contemplated by this AgreementTarget). Except as set forth in Part 3.24 of may be required by the Disclosure ScheduleExchange Act, the Company DGCL, the Utah Business Corporation Act, and the NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Joint Proxy Statement) Target is not not, and will not be be, required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by or any of the Companyother agreements referred to in this Agreement, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger Mergers or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Samples: Merger Agreement (Tseng Labs Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1) Neither the execution, delivery or performance of this Agreement or any of the Stockholder Agreementsother agreements referred to in this Agreement, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents Company's certificate or articles of the Company; incorporation or bylaws, or (ii) any resolution adopted by the stockholders, Company's shareholders or the Company's board of directors or any committee of the board of directors of the Companydirectors;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respectto the Knowledge of the Company and the Shareholders, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Contract; , (ii) accelerate the maturity or performance of any such Material Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;; or
(e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer of any material asset aggregate, materially detract from the value of the Company to any Person (except as contemplated by this Agreementassets subject thereto or materially impair the operations of the Company). Except as set forth otherwise provided in Part 3.24 of the Disclosure Schedulethis Agreement, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by or any of the Companyother agreements referred to in this Agreement, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1) the execution, The execution and delivery or performance of this Agreement or and the Stockholder Transactional Agreements, nor (2) and the consummation of the Offer, the Merger or any of the other Contemplated Transactions, by the Company will not, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents of the Company; 's Certificate of Incorporation or bylaws, or (ii) any resolution adopted by the stockholders, the board of directors Company Board or any committee thereof or the stockholders of the board of directors of Company or the CompanySubsidiary;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any Legal Requirement material remedy or obtain any material relief under, any legal requirement or any Order to which the Company, Company or the Subsidiary or any of the material assets owned or used by the Company, is them are subject;
(c) in any material respect, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or the Subsidiary or any of their employees or that otherwise relates to the Company's or the Subsidiary's business of the Company or to any of the assets owned or used by the CompanyCompany or the Subsidiary;
(d) in any material respect, contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision Company Contract;
(e) except as set forth in Part 5.6(f) of any Material Contractthe Company Disclosure Schedule, or give any Person the right to: (i) declare a default to any payment by the Company or exercise the Subsidiary or give rise to any remedy under acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company or the Subsidiary in favor of any Person, in any such Material Contractcase as a result of the change in control of the Company or otherwise resulting from the Transactions; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;or
(ef) result in the imposition or creation of any Encumbrance material encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in Company or the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement)Subsidiary. Except as set forth in Part 3.24 5.6 of the Company Disclosure Schedule, neither the Company is not and nor the Subsidiary will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person or Governmental Body in connection with (x) the execution, execution and delivery of this Agreement and the Transactional Agreements or the consummation or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Beyond Com Corp)
Non-Contravention; Consents. Except as set forth in Part 3.24 (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the Disclosure ScheduleCertificate of Merger required by the DGCL, neither (1x) the execution, delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement of the provisions of the Company’s Organizational Documents;
(ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to by which the Company, or any of the assets owned or used by the Company, is subject;
(ciii) in any material respect, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (C) accelerate the maturity or performance of any such Company Material Contract; Contract or (iiiD) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;, except in the case of any nonmaterial breach, default, penalty or modification; or
(ev) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or).
(fb) result in Except for (i) the transfer of any material asset Required Company Stockholder Vote, (ii) the filing of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 Certificate of Merger with the Secretary of State of the Disclosure ScheduleState of Delaware pursuant to the DGCL, and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, the Company was not, is not and not, nor will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the OfferContemplated Transactions.
(c) The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL, to the extent applicable to the Company, are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Stockholder Support Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Merger Company Stockholder Support Agreements or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the Disclosure ScheduleCertificate of Merger required by the DGCL, neither (1x) the execution, delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement of the provisions of the Organizational Documents of the Company;
(ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which the Company, or any of the assets owned or used by the Company, is subject, except as would not reasonably be expected to be material to the Company;
(ciii) in any material respect, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company Company, or to any of the assets owned owned, leased or used by the Company, except as would not reasonably be expected to be material to the Company;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under such Company Material Contract, (C) accelerate the maturity or performance of any such Company Material Contract; Contract or (iiiD) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;, except in the case of any nonmaterial breach, default, penalty or modification; or
(ev) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or).
(fb) result in the transfer of Except for (i) any material asset Consent set forth on Section 3.5 of the Company to Disclosure Schedule under any Person Company Contract, (except as contemplated by this Agreement). Except as set forth in Part 3.24 ii) the Required Company Stockholder Vote, (iii) the filing of the Disclosure ScheduleCertificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the Company was not, is not and not, nor will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the OfferContemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions or be material to the Company.
(c) The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL, to the extent applicable to the Company, are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Stockholder Support Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Merger Company Stockholder Support Agreements or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Non-Contravention; Consents. Except Assuming compliance with the applicable provisions of the Exchange Act, the CGCL, the HSR Act and any foreign Antitrust Laws, and as set forth in Part 3.24 Schedule 2.18 of the Company Disclosure Schedule, neither (1) the execution, execution and delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents articles of the Company; incorporation or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors bylaws of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of of, any Legal Requirement or any Order to which the Company, any of its Subsidiaries, or any of the their respective material assets owned or used by the Company, is are subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, of any Governmental Authorization that is held by the Company or any of its Subsidiaries or that otherwise relates to the business of the Company or to any of the assets owned or used by the Companyand its Subsidiaries as currently conducted;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Company Significant Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Company Significant Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Significant Contract; (iii) accelerate the maturity or performance of any such Material Company Significant Contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Company Significant Contract;; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the CompanyCompany or any of its Subsidiaries; except, except for Permitted Encumbrances; or
(f) result in the transfer case of any material asset clauses “(b)” through “(e)” of the this sentence, as does not have or result in, or would not reasonably be expected to have a Company to any Person (except as contemplated by this Agreement)Material Adverse Effect. Except as set forth in Part 3.24 of the Disclosure Schedule, the The Company is not not, and will not be be, required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with with: (xi) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements ; or (zii) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except in each case (A) as may be required by the Securities Act, applicable provisions of the Exchange Act, the DGCL, any applicable state or foreign securities lawsCGCL, the HSR Act, Act and any foreign antitrust Legal Requirement and Antitrust Laws; or (B) the NASD Bylawsfailure of which to make such filing, give such notice, or obtain such Consent, would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Versant Corp)
Non-Contravention; Consents. Except as set forth in Part 3.24 (a) Subject to obtaining the Required Company Stockholder Vote, the filing of the Disclosure ScheduleFirst Certificate of Merger required by the DGCL and the filing of the Second Certificate of Merger required by the DGCL and the DLLCA, neither (1x) the execution, delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement of the provisions of the Company’s Organizational Documents;
(ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to by which the Company, or any of the assets owned or used by the Company, is subject;
(ciii) in any material respect, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (C) accelerate the maturity or performance of any such Company Material Contract; Contract or (iiiD) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;, except in the case of any nonmaterial breach, default, penalty or modification; or
(ev) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or).
(fb) result in Except for (i) the transfer of any material asset Required Company Stockholder Vote, (ii) the filing of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 First Certificate of Merger with the Secretary of State of the Disclosure ScheduleState of Delaware pursuant to the DGCL (iii) the filing of the Second Certificate of Merger with the Secretary of State of Delaware pursuant to the DLLCA, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, the Company was not, is not and not, nor will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the OfferContemplated Transactions.
(c) The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL, to the Merger extent applicable to the Company, are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1) Neither the execution, delivery or performance of this Agreement or the Stockholder Agreements, nor (2) the consummation of the OfferMerger, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Company Organization Documents of the Company; or (ii) any resolution adopted by the stockholdersshareholders, the board Board of directors Directors or any committee of the board Board of directors Directors of any of the CompanyAcquired Corporations;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Order, writ, injunction, judgment or decree to which any of the CompanyAcquired Corporations, or any of the material assets owned or used by any of the CompanyAcquired Corporations, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Acquired Corporations or that is otherwise relates material to the business of any of the Company Acquired Corporations or to any of the assets owned or used by any of the Company;Acquired Corporations; or
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (iii) accelerate the maturity or performance of any such Company Material Contract; , or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;
(e) , except in each case to the extent that such violations, breaches or defaults would not result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement)a Material Adverse Effect. Except as set forth in Part 3.24 may be required by the Exchange Act, the CGCL and the rules and regulations of the Disclosure ScheduleNasdaq Stock Market (as such rules and regulations relate to the Registration Statement and the Proxy Statement), and such filings as may be required under the Company Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”) none of the Acquired Corporations was, is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the CompanyAgreement, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, except as may be required by in each case, where the Securities Actfailure to obtain any Consent would not, individually or in the Exchange Actaggregate, have a Material Adverse Effect on the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsAcquired Corporations.
Appears in 1 contract
Samples: Merger Agreement (Safenet Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 Neither the execution and delivery by the Seller, or the Seller Sub of any of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or the Stockholder Transactional Agreements, nor (2) the consummation or performance by the Seller or the Seller Sub of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) , or give any Governmental Body or other Person the right to challenge any of the provisions of the Charter Documents of the Company; Transactions or (ii) to exercise any resolution adopted by the stockholdersremedy or obtain any relief under, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which any of the Company, Seller Corporations or any of the assets owned Designated Assets or used by the Company, Assumed Contracts is subject;
(cb) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by to be included in the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the CompanyDesignated Assets;
(dc) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Seller Contract, or ;
(d) give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Assumed Contract; , (ii) accelerate the maturity or performance of any such Material Assumed Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Seller Contract;; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement)Designated Assets. Except as set forth in Part 3.24 may be required by the Delaware General Corporation Law, applicable securities laws or the certificate of incorporation or equivalent organizational document of the Disclosure ScheduleSeller or Seller Sub, neither the Company Seller nor Seller Sub was, is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, execution and delivery of any of the Transactional Agreements or the consummation or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither Neither
(1) the execution, delivery or performance of this Agreement or by the Stockholder AgreementsPurchaser, nor (2) the consummation of the Offer, the Merger Acquisition or any of the other Contemplated Transactionstransactions contemplated by this Agreement by the Purchaser, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents certificate of incorporation, bylaws or other charter or organizational documents of the Company; Purchaser, or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the CompanyPurchaser;
(b) in any material respect, contravene, conflict with or result in a material violation of any Legal Requirement Requirement, or give any Governmental Body or other Person the right to challenge the Acquisition or any Order of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any order, writ, injunction, judgment or decree to which the CompanyPurchaser, or any of the assets owned or used by the Companyit, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Purchaser or that otherwise relates to the business of the Company Purchaser or to any of the assets owned or used by the CompanyPurchaser;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contractmaterial contract of the Purchaser, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Contract; material contract, (ii) accelerate the maturity or performance of any such Material Contract; material contract, or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;material contract; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any asset material asset owned or used by to the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset business of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsPurchaser.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 Subject to obtaining the Required Company Stockholder Vote and the filing of the Disclosure ScheduleCertificate of Merger required by the DGCL, neither (1x) the execution, delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company’s Organizational Documents;
(b) in any material respect, contravene, conflict with or result in a material violation of, or to the Knowledge of the Company give any Legal Requirement Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any Order order, writ, injunction, judgment or decree to which the CompanyCompany or its Subsidiaries, or any of the assets owned or used by the CompanyCompany or its Subsidiaries, is subject, except as would not be material to the Company or its business;
(c) in any material respect, contravene, conflict with or result in a material violation of any of the terms or requirements of, or to the Knowledge of the Company, give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates its Subsidiaries, except as would not be material to the business of the Company or to any of the assets owned or used by the Companyits business;
(d) in any material respect, contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;, except in the case of any non-material breach, default, penalty or modification; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company or its Subsidiaries (except for Permitted Encumbrances; or
). Except for (fi) result in the transfer of any material asset Consent set forth on Section 2.5 of the Company to Disclosure Schedule under any Person Company Contract, (except as contemplated by this Agreement). Except as set forth in Part 3.24 ii) the Required Company Stockholder Vote, (iii) the filing of the Disclosure ScheduleCertificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, neither the Company nor any of its Subsidiaries is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the CompanyAgreement, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the OfferContemplated Transactions, which if individually or in the aggregate were not given or obtained, would be material to the Company or its business. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Stockholder Support Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Merger Company Stockholder Support Agreements or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 Assuming compliance with the applicable provisions of the DGCL, and except as disclosed on Part 2.20 of the Company Disclosure Schedule, neither (1) the execution, execution and delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the CompanyCompany Entities; or (ii) any resolution adopted by the stockholders, the board Board of directors Directors or any committee of the board Board of directors Directors of any of the CompanyCompany Entities;
(b) in any material respect, contravene, conflict with or result in a violation of of, any Legal Requirement or any Order to which any of the CompanyCompany Entities, or any of the assets owned or used by any of the CompanyCompany Entities, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Entities or that otherwise relates to the business of any of the Company Entities or to any of the assets owned or used by any of the CompanyCompany Entities;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material tangible asset owned or used by any of the Company, Company Entities (except for the Company Permitted Encumbrances); or
(f) result in the disclosure or delivery to any escrow holder or other Person of any material Company IP (including Company Source Code), or the transfer of any material asset of any of the Company Entities to any Person (except as contemplated by this Agreement)Person. Except as set forth in Part 3.24 may be required by the DGCL, none of the Disclosure ScheduleCompany Entities was, the Company is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement by the Company, Agreement; or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Precision Therapeutics Inc.)
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither Neither
(1) the execution, delivery or performance of this Agreement or the Stockholder AgreementsAgreement, nor (2) the consummation by the Company of the Offer, transactions contemplated by the Merger or any of the other Contemplated TransactionsAgreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents articles or certificate of incorporation, bylaws or other charter or organizational documents of the Company; Company or the Shareholder, or (ii) any resolution adopted by the stockholdersshareholders, the board of directors or any committee of the board of directors of the CompanyCompany or the Shareholder;
(b) subject to obtaining the Consents set forth in any material respectSection 9.3 of the Agreement, contravene, conflict with or result in a violation of any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d) in any material respectto the knowledge of the Company and the Shareholder, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Material Contract; , (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract, (iii) accelerate the maturity or performance of any such Company Material Contract; , or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company); or
(f) result in in, or increase the transfer likelihood of, the disclosure or delivery to any escrowholder or other Person of any material asset of the Company to any Person (except as contemplated by this Agreement)Person. Except as set forth in Part 3.24 may be required by Applicable Securities Legislation, the CBCA, any other foreign law or regulation, neither of the Disclosure ScheduleCompany or the Shareholder is, the Company is not and or will not be be, required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this the Agreement by the Company, or (y) the execution, delivery or performance consummation by the Company of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsAgreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 Section 4.03 of the Selling Shareholder's Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or the Stockholder Agreementsany other Transaction Document by such Selling Shareholder, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated TransactionsTransactions by such Selling Shareholder, will directly or indirectly (with or without notice or lapse of time):time or both), in each case, only to the extent reasonably expected to prevent the parties from consummating the Transactions:
(a) contravene, conflict with or result in a violation or breach of: (i) any of the provisions of the any Charter Documents Document of the Company; such Selling Shareholder or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the CompanyApplicable Law;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Companysuch Selling Shareholder;
(dc) in any material respect, contravene, conflict with or result in a violation or breach of, of or result in a default under, under any provision of any Material Contract, Contract to which such Selling Shareholder is bound or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(fd) result in Other then Selling Shareholders that are required to file with the transfer of TASE, or with any material asset of other stock exchange or with any securities authority, a report with respect to the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure ScheduleTransactions, the Company such Selling Shareholder neither was, is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, Transaction Documents to which such Selling Shareholder is a party or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Samples: Share Purchase Agreement (Kardan Technologies Ltd.)
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1a) Neither (x) the execution, delivery or performance of this Agreement or the Stockholder AgreementsAgreement, nor (2y) the consummation of the OfferContemplated Transactions will, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time, or both):
(ai) contravene, conflict with or result in a violation of any of the provisions of the articles of organization, limited liability company operating agreement, or Organizational Documents of the Company;
(ii) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the Company, Company or any material asset of the assets owned or used by the Company, Company is subject;
(ciii) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company Business or to any of the material assets owned or used by of the Company;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: (i1) declare a default or exercise any remedy or relief under any such Material Contract; (ii2) accelerate the maturity or performance of any such Material Contract; or (iii3) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;; or
(ev) result in the imposition imposition, creation or creation continuance of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company; except, with respect to clauses (i), (iv) and (v), where any such failure would not reasonably be expected to result in a Company to any Person Material Adverse Effect.
(except as contemplated by this Agreement). b) Except as set forth in Part 3.24 on Section 2.3(b) of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person third-party or Governmental Body in connection with with: (x) the execution, delivery or performance of this Agreement by the Company, Agreement; or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may where any such failure would not reasonably be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsexpected to result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Investment Agreement (Conns Inc)
Non-Contravention; Consents. (a) Except as set forth in Part 3.24 2.17 of the Company Disclosure Schedule, to the knowledge of the Company, neither (1) the execution, delivery or performance of this Agreement or any of the Stockholder Related Agreements, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement or any of the Related Agreements, will directly or indirectly (with or without notice or lapse of time):
(ai) contravene, materially contravene or conflict with or result in a material violation of: (i) , or give any Governmental Body or other Person the right to challenge any of the provisions transactions contemplated by this Agreement or any of the Charter Documents of the Company; Related Agreements or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in to exercise any material respectremedy or obtain any material relief under, contravene, conflict with or result in a violation of any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned owned, used or used controlled by the Company, is subject;
(cii) in any material respect, contravene, materially contravene or conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business of the Company or to any of the assets owned owned, used or used controlled by the Company;; or
(diii) in any material respect, contravene, materially contravene or conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Material Contractmaterial note, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancelbond, terminate or modify any rightmortgage, benefitindenture, obligation contract, agreement, lease, license or other term instrument or obligation of the Company or the Company Subsidiaries or to which any such Material Contract;
(e) result in the imposition property or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, or the Company Subsidiaries is not bound or affected.
(b) The execution and will not be required to make any filing withdelivery of this Agreement by the Company do not, give any notice to, or to obtain any Consent from, any Person in connection with (x) and the execution, delivery or performance of this Agreement by the CompanyCompany will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body except for (i) the filing and recordation of appropriate merger documents as required by the DGCL, (yii) the execution, delivery or performance filing of the Stockholder Agreements Proxy Statement and any other documents necessary to comply with applicable securities Legal Requirements, and (iii) where the failure to obtain such consents, approvals, authorizations or (z) permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of the OfferMerger and would not, individually or in the Merger or any of aggregate, have a Material Adverse Effect on the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsCompany.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 of Neither the Disclosure Schedule, neither Company’s (1a) the execution, delivery or performance of this Agreement or any of the Stockholder Related Agreements, nor (2b) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement or any of the Related Agreements to which it is a party, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the CompanyCompany Constituent Documents;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Company Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Company Contract; , (ii) accelerate the maturity or performance of any such Material Company Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Company Contract;; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer aggregate, materially detract from the value of any material asset the assets subject thereto or materially impair the operations of the Company). Except for those filings, notices or Consents disclosed in Part 3.21 of the Company Disclosure Schedule and otherwise contemplated herein, no filing by the Company with, notice by the Company to or Consent from any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (xy) the Company’s execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance any of the Stockholder Agreements Related Agreements, or (z) the consummation by the Company of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by this Agreement or any of the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsRelated Agreements.
Appears in 1 contract
Samples: Merger Agreement (Volcano CORP)
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither (1) the execution, The execution and delivery or performance of this Agreement or and the Stockholder other Transactional Agreements, nor (2) and the consummation of the OfferMerger, by CAIS and the Merger or any of the other Contemplated TransactionsCompany will not, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a material violation of: of (i) any of the provisions of the Charter Documents of CAIS and the Company; 's Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by CAIS and the stockholders, the board of directors Company Board or any committee thereof or the stockholders of the board of directors of CAIS and the Company;
(b) in any material respectto the Knowledge of CAIS and the Company, contravene, conflict with or result in a material violation of of, or give any Legal Requirement Governmental Body the right to challenge the Merger or to exercise any remedy or obtain any relief under, any legal requirement or any Order to which CAIS and the Company, Company or any of the material assets owned or used by the Company, is it are subject;
(c) in to the Knowledge of CAIS and the Company, cause any material respectassets owned or used by CAIS and the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(d) to the Knowledge of CAIS and the Company, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by CAIS or the Company or any of their respective employees or that otherwise relates to CAIS and the Company's business of the Company or to any of the material assets owned or used by CAIS and the Company;
(de) in any material respect, contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any Material Contract, Contract to which CAIS or the Company is a party;
(f) give any Person the right to: (i) declare a default to any payment by CAIS or exercise the Company or give rise to any remedy under acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of CAIS or the Company in favor of any Person, in any such Material Contractcase as a result of the change in control of the Company or otherwise resulting from the Merger; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;or
(eg) result in the imposition or creation of any material Encumbrance upon or with respect to any material asset owned or used by CAIS and the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth contemplated in Part 3.24 of this Agreement and the Disclosure Scheduleother Transactional Agreements, CAIS and the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, execution and delivery or performance of this Agreement by and the Company, (y) other Transactional Agreements or the execution, delivery consummation or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsMerger.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 2.21 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the Stockholder Agreementsother agreements referred to in this Agreement, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will does in any material respect directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents articles of incorporation or bylaws of the Company; Company or (ii) any resolution adopted by the stockholdersshareholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Contract; , (ii) accelerate the maturity or performance of any such Material Contract; Contract or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;; or
(e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or
(f) result liens that will not, in any case or in the transfer of any material asset aggregate, materially detract from the value of the Company to any Person (except as contemplated by this Agreementassets subject thereto or materially impair the operations of the Company). Except as set forth in Part 3.24 2.21 of the Disclosure Schedule, the Company is not and will not be be, required to make any filing with, or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by or any of the Company, other agreements referred to in this Agreement or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 Subject to obtaining the Required Company Stockholder Vote, the filing of the Disclosure ScheduleFirst Certificate of Merger and the Second Certificate of Merger required by the DGCL and the DLLCA, and the filing of the Certificate of Designation, neither (1x) the execution, delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company’s Organizational Documents;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body or other Person the right to revoke, withdraw, suspend, cancel, terminate challenge the Contemplated Transactions or modifyto exercise any remedy or obtain any relief under, any Governmental Authorization that is held by the Company Company, any applicable Law, or that otherwise relates any order, writ, injunction, judgment or decree to the business of which the Company or to any of its assets, is subject, in each case, except as would not reasonably be expected to be material to the assets owned Company or used by the Companyits business;
(dc) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (iii) accelerate the maturity or performance of any such Company Material Contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;, except in the case of any non-material breach, default, penalty or modification; or
(ed) result in the imposition or creation of any Encumbrance (except for Permitted Encumbrances) upon or with respect to any material asset owned or used by the Company, except . Except for Permitted Encumbrances; or
(fi) result any Consent under any Company Contract set forth in the transfer of any material asset Section 2.5 of the Company Disclosure Schedule (it being understood and agreed that Section 2.5 of the Company Disclosure Schedule shall specifically identify any requirement to obtain any Person (except as contemplated by this Agreement). Except as such Consent under any such Company Contract set forth in Part 3.24 Section 2.5 of the Company Disclosure Schedule), (ii) the Required Company Stockholder Vote, (iii) the filing of the First Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, (iv) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL and (v) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (xA) the execution, delivery or performance of this Agreement by the CompanyAgreement, (y) the execution, delivery or performance of the Stockholder Agreements or (zB) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leap Therapeutics, Inc.)
Non-Contravention; Consents. Except as set forth in Part 3.24 Assuming compliance with the applicable provisions of the URBCA, and except as disclosed on Part 2.20 of the Company Disclosure Schedule, neither (1) the execution, execution and delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents articles of incorporation, bylaws or other charter or organizational documents of any of the CompanyCompany Entities; or (ii) any resolution adopted by the stockholdersshareholders, the board Board of directors Directors or any committee of the board Board of directors Directors of any of the CompanyCompany Entities;
(b) in any material respect, contravene, conflict with or result in a violation of of, any Legal Requirement or any Order to which any of the CompanyCompany Entities, or any of the assets owned or used by any of the CompanyCompany Entities, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Entities or that otherwise relates to the business of any of the Company Entities or to any of the assets owned or used by any of the CompanyCompany Entities;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material tangible asset owned or used by any of the Company, Company Entities (except for the Company Permitted EncumbrancesEncumbrances or minor Encumbrances that will not, in any individual case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company Entities taken as a whole); or
(f) result in the disclosure or delivery to any escrowholder or other Person of any material Company IP (including Company Source Code), or the transfer of any material asset of any of the Company Entities to any Person (except as contemplated by this Agreement)Person. Except as set forth in Part 3.24 may be required by the Securities Act, Exchange Act, state securities laws and the URBCA, none of the Disclosure ScheduleCompany Entities was, the Company is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement by the Company, Agreement; or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 of the Disclosure Schedule, neither Neither: (1) the execution, delivery or performance of this Agreement or any of the Stockholder Agreementsother agreements, documents or instruments referred to in this Agreement; nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement or any such other agreement, document or instrument, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the any Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, Company or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that is or would constitute a Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Company Contract; (ii) accelerate the maturity or performance of any such Material Company Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Company Contract;; or
(e) result in the imposition or creation of any Encumbrance Lien upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this AgreementLiens). Except as set forth in Part 3.24 for the filing of the Disclosure ScheduleCertificate of Merger with the Secretary of State of the State of Delaware and obtaining the Required Merger Stockholder Vote, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement by or any of the Company, other agreements referred to in this Agreement; or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Samples: Merger Agreement (Veracyte, Inc.)
Non-Contravention; Consents. Except as set forth in Part 3.24 (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the Disclosure ScheduleFirst Certificate of Merger and Second Certificate of Merger required by the DGCL and DLLCA, neither (1x) the execution, delivery or performance of this Agreement or by the Stockholder AgreementsCompany, nor (2y) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement of the provisions of the Company’s Organizational Documents;
(ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to by which the Company, or any of the assets owned or used by the Company, is subject;
(ciii) in any material respect, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company Company, or to any of the assets owned owned, leased or used by the Company, except as would not reasonably be expected to be material to the Company or its business, except as would not reasonably be expected to be material to the Company or its business;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (C) accelerate the maturity or performance of any such Company Material Contract; Contract or (iiiD) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract;, except in the case of any nonmaterial breach, default, penalty or modification; or
(ev) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or).
(fb) result in Except for (i) the transfer of any material asset Required Company Stockholder Vote, (ii) the filing of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 First Certificate of Merger and Second Certificate of Merger with the Secretary of State of the Disclosure ScheduleState of Delaware pursuant to the DGCL and DLLCA, (iii) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL and DLLCA, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the OfferContemplated Transactions.
(c) The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL, to the Merger extent applicable to the Company, are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other Contemplated Transactions, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 2.21 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the Stockholder Agreementsother agreements referred to in this Agreement, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: of (i) any of the provisions of the Charter Documents Certificate of the Company; Incorporation, or (ii) any resolution adopted by the Company’s stockholders, the Company’s board of directors or any committee of the Company’s board of directors of the Companydirectors;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material ContractAgreement that is or would constitute a Material Agreement, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Contract; Agreement, (ii) accelerate the maturity or performance of any such Material Contract; Agreement, or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;Agreement; or
(e) result in the imposition or creation of any Lien or other Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 2.21 of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactionsagreements referred to in this Agreement, except as may be required or (y) the consummation of any of the transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Elbit Vision Systems LTD)
Non-Contravention; Consents. (a) Except as set forth in Part 3.24 Section 2.4(a) of the Company Disclosure Schedule, neither (1) the execution, execution and delivery or performance of this Agreement or by the Stockholder AgreementsCompany does not, nor (2) and the consummation by the Company of the OfferContemplated Transactions will not, (i) subject to obtaining the Company Stockholder Approval, conflict with, or result in any violation or breach of, any provision of the Company Charter, the Merger Company Bylaws or any of the charter, bylaws, or other Contemplated Transactionsorganizational document of any Subsidiary of the Company, will directly (ii) conflict with, or indirectly result in any violation or breach of, or constitute (with or without notice or lapse of time):
, or both) a default (aor give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) contraveneunder, 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 or any of its Subsidiaries’ assets under, any of the terms, conditions or provisions of any Company Material Contract or other agreement, instrument or obligation to which the Company or any of its 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 2.4(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 2.4(b) having been made, conflict with or result in a violation of: (i) violate any Law applicable to the Company or any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors its Subsidiaries or any committee of its or their properties or assets, except in the board case of directors clause (iii) of the Company;this Section 2.4(a) for any such conflicts or violations, breaches, rights of termination, Encumbrances, penalties, defaults, terminations, cancellations, accelerations or losses that have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect.
(b) in any material respectNo consent, contraveneapproval, conflict with license, permit, order or result in a violation of any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements authorization of, or give any Governmental Body the right to revokeregistration, withdrawdeclaration, suspend, cancel, terminate notice or modifyfiling with, any Governmental Authorization that Authority is held required by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to or any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person its Subsidiaries in connection with (x) the execution, execution and delivery or performance of this Agreement by the Company, (y) Company or the execution, delivery or performance consummation by the Company of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except for (i) obtaining the Company Stockholder Approval, (ii) 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, (iii) any filings required to be made with the SEC in connection with this Agreement and the Contemplated Transactions, (iv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required by the Securities Actunder applicable state securities Laws, the Exchange Actrules and regulations of the NASDAQ Capital Market, the DGCLand (v) such other consents, any applicable state licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or foreign securities lawsmade, the HSR Acthave not had, any foreign antitrust Legal Requirement and the NASD Bylawswould not reasonably be expected to result in, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Zalicus Inc.)
Non-Contravention; Consents. Except as set forth in Part 3.24 None of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement by the Company, or the Stockholder Agreements, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents certificate of the Company; incorporation or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors bylaws of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the material assets owned or used by the Company, is subject, except for such contravention, conflicts, violations, breaches or defaults as will not, individually or in the aggregate, have a Material Adverse Effect on the Company or on the ability of the Company to consummate the transactions contemplated hereby;
(c) in any material respect, contravene, conflict with or with, result in a violation of any of the terms or requirements of or result in the termination of, modification of or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, loss of a material benefit under any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the material assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrancessuch contravention, conflicts, violations, breaches or defaults as will not, individually or in the aggregate, have a Material Adverse Effect on the Company or on the ability of the Company to consummate the transactions contemplated hereby; or
(fd) contravene, conflict with or result in a violation, breach, acceleration or termination of, or result in a loss of a material benefit or default under, or result in the transfer creation of any material asset lien or encumbrance with respect to the Company's assets pursuant to, or require the giving of notice under, any provision of any Contract, except for any such violations, liens, encumbrances, breaches or defaults, or failures to give notice that, individually or in the aggregate, will not have a Material Adverse Effect on the Company or on the ability of the Company to any Person (except consummate the transactions contemplated hereby. Except as contemplated by this Agreement). Except Agreement or as set forth in Part 3.24 of may be required by the Disclosure ScheduleDGCL or under the HSR Act, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, except as may be required by where the Securities Act, failure to take such actions will not have a Material Adverse Effect on the Exchange Act, Company or on the DGCL, any applicable state or foreign securities laws, ability of the HSR Act, any foreign antitrust Legal Requirement and Company to consummate the NASD Bylawstransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Pharmacopeia Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 of Neither the Disclosure Schedule, neither Company’s (1a) the execution, delivery or performance of this Agreement or any of the Stockholder Related Agreements, nor (2b) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement or any of the Related Agreements to which it is a party, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the CompanyCompany Constituent Documents;
(b) in any material respect, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Company Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Material Company Contract; , (ii) accelerate the maturity or performance of any such Material Company Contract; , or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Company Contract;; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrances; or
(f) result minor liens that will not, in any case or in the transfer aggregate, materially detract from the value of any material asset the assets subject thereto or materially impair the operations of the Company). Except for those filings, notices or Consents disclosed in Section 3.21 of the Company Disclosure Schedule or otherwise contemplated herein, no filing by the Company with, notice by the Company to or Consent from any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (xy) the Company’s execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance any of the Stockholder Agreements Related Agreements, or (z) the consummation by the Company of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by this Agreement or any of the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsRelated Agreements.
Appears in 1 contract
Samples: Merger Agreement (Volcano CORP)
Non-Contravention; Consents. Except as set forth in Part 3.24 2.23 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or the Stockholder AgreementsAgreement, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransaction contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the CompanyAcquired Corporations;
(b) assuming the filings, notices and Consents described in any material respectthe last paragraph of this Section 2.23 are made, given and obtained, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which any of the CompanyAcquired Corporations, or any of the assets owned or used by any of the CompanyAcquired Corporations, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a material default under, any provision of any Material Company Contract, or give any Person the right to: (i) declare a material default or exercise any material remedy under any such Material Company Contract; (ii) receive or obtain a material rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iii) accelerate the maturity or performance of any such Material Company Contract; or (iiiiv) cancel, terminate or materially modify any material right, benefit, obligation or other term of any such Material Company Contract;
(ed) result in the imposition or creation of any material Encumbrance upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated TransactionsAcquired Corporations (except for liens that will not, except as may be required by in any case or in the Securities Actaggregate, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylaws.materially
Appears in 1 contract
Non-Contravention; Consents. (a) Except as set forth in Part 3.24 2.21 of the Disclosure Schedule, neither (1) the execution, execution and delivery or performance of this Agreement or by the Stockholder AgreementsCompany do not, nor (2) and the performance by the Company of its obligations hereunder and the consummation by the Company of the Offer, the Merger or any of the and other Contemplated Transactions, transactions contemplated hereby will directly or indirectly (with or without notice or lapse of time):not:
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any of the provisions of the Company’s Charter Documents;
(ii) assuming that all consents, approvals and authorizations and other actions described in Section 2.21(b) have been obtained and all filings and obligations described in Section 2.21(b) have been made or complied with, conflict with or violate in any material respect any Legal Requirement applicable to the Company or any Order order, writ, injunction, judgment or decree to which the Company, Company or any of the assets owned or used by the Company, is subject;
(ciii) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or and that otherwise relates is material to the business operation of the Company or to any of the assets owned or used by the Company’s business;
(div) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that is or would constitute a Company Material ContractContract in any material respect, or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Material Contract; (iiB) accelerate the maturity or performance of any such Company Material Contract; or (iiiC) cancel, terminate or materially modify any right, benefit, obligation or other term of any such Company Material Contract;
(ev) result in the imposition or creation of any lien or other Encumbrance (other than Permitted Encumbrances) upon or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(fvi) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 paragraph (b) or Section 2.22 below, require the Consent of the Disclosure Schedule, any Person.
(b) The execution and delivery of this Agreement by the Company is not do not, and will not be required to make any filing with, give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the CompanyCompany will not, (y) the executionrequire any consent, delivery approval, authorization or performance of the Stockholder Agreements permit of, or (z) the consummation of the Offerfiling with or notification to, the Merger or any of the other Contemplated TransactionsGovernmental Body, except as may be required by the Securities Actfor applicable requirements, if any, of the Exchange Act, the DGCL, any applicable state securities or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement “blue sky” laws and the NASD Bylawsfiling and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Merger Agreement (Viggle Inc.)
Non-Contravention; Consents. (a) Except as set forth in Part 3.24 Schedule 3.5 of the Company Disclosure ScheduleLetter, neither (1) the execution, delivery or and performance by the Company of this Agreement or the Stockholder AgreementsStock Option Agreement, nor (2) the consummation by the Company of the Offertransactions contemplated hereby or thereby, nor compliance by the Merger or Company with any of the other Contemplated Transactionsprovisions hereof or thereof, will directly will:
(i) violate, conflict with, result in a breach of any provision of, constitute a default (or indirectly (an event that, with or without notice or lapse of time):
(atime or both, would constitute a default) contraveneunder, conflict with or result in the termination of, accelerate the performance required by, result in a violation of: (i) any of change in the provisions of the Charter Documents of the Company; rights or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation obligations of any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach ofparty under, or result in a default under, any provision right of any Material Contracttermination or acceleration, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;
(e) result in the imposition or creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the properties or with respect assets of the Company or any Company Subsidiary, under any of the terms, conditions or provisions of, (x) the Certificate of Incorporation or By-Laws of the Company or the comparable charter or organizational documents of any Company Subsidiary, or (y) any note, bond, mortgage, indenture, deed of trust, licence, lease, contracts, agreement or other instrument or obligation to which the Company or any material asset owned of the Company Subsidiaries is a party, or used by which the CompanyCompany or any of the Company Subsidiaries may be bound, except for Permitted Encumbrancesor to which the Company or any of the Company Subsidiaries or the properties or assets of any of them may be subject, and that, in any such event specified in this clause (y), is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; or
(fii) result violate any valid and enforceable judgment, ruling, order, writ, injunction, decree, or any statute, rule or regulation applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets where such violation is, individually or in the transfer of any material asset aggregate, reasonably likely to have a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to any Person (except as consummate the transactions contemplated by this Agreement). .
(b) Except as set forth in Part 3.24 for (i) the filing of the Disclosure Scheduleapplications and notices with applicable foreign, federal and state regulatory authorities governing insurance (including the Company is not Commissioners of Insurance in Texas and will not Connecticut, and the insurance regulatory authorities and other applicable regulatory authorities in the United Kingdom, Canada, Bermuda, Malaysia, Australia, Spain and Hong Kong) (the "Insurance Authorities") and the approval of such applications or the grant of required licenses by such authorities or the expiration of any applicable waiting periods thereunder, (ii) the filing of notification and report forms with the United States Federal Trade Commission and the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of any applicable waiting period thereunder, (iii) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement (the "Proxy Statement") in definitive form relating to the meeting of the Company's stockholders to be required to make any filing with, give any notice to, or to obtain any Consent from, any Person held in connection with this Agreement and the transactions contemplated hereby (xthe "Stockholders' Meeting") and the filing and declaration of effectiveness of the registration statement on Form S-4 relating to the shares of Parent Common Stock to be issued in the Merger, (iv) filings with state securities or "blue sky" laws, (v) the executionfiling of the Connecticut Certificate of Merger with the Secretary of State of the State of Connecticut pursuant to the CBCA, (vi) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (vii) the approval of the listing of the Parent Common Stock to be issued in the Merger on the New York Stock Exchange or (viii) the filing with the SEC of a Schedule 13D, (the "Schedule 13D"), no notices to, consents or approvals of, or filings or registrations with, any court, federal, state, local or foreign governmental or regulatory body (including a self-regulatory body) or authority (each, a "Governmental Authority") or with any third party are necessary in connection with the execution and delivery or performance by the Company of this Agreement or the Stock Option Agreement and the consummation by the Company, (y) the execution, delivery or performance Company of the Stockholder Agreements transactions contemplated hereby and thereby, except for such notices, consents, approvals, filings or (z) registrations, the consummation failure of which to be made or obtained are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Offer, Company to consummate the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Samples: Merger Agreement (HSB Group Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 Section 2.21 of the Disclosure Schedule, neither neither: (1) the execution, delivery or performance of this Agreement or the Stockholder Agreementsother agreements, documents or instruments referred to in this Agreement to which the Company is or will be a party; nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransactions contemplated hereby or thereby, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter any Organizational Documents of the CompanyCompany or any of its Subsidiaries; or (ii) any presently effective resolution adopted by the stockholders, the board of directors or any committee of the board of directors directors, as applicable, of the CompanyCompany or any of its Subsidiaries;
(b) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Order, in each case in any material respect, to which the Company, Company or any of its Subsidiaries or any of the assets owned or used by the Company, Company or any of its Subsidiaries is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization in any material respect that is held by the Company or any of its Subsidiaries or that otherwise relates to the business of the Company or any of its Subsidiaries or to any of the assets owned or used by the Company;Company or any of its Subsidiaries; or
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or materially modify any right, benefit, obligation or other term of any such Material Contract;
Contract (e) result in each case described in this clause “(d)”, except as would not be material to the imposition Company or creation of any Encumbrance upon its Subsidiaries or with respect to any material asset owned or used by the Company, except for Permitted Encumbrances; or
(f) result in ’s ability to consummate the transfer of any material asset of the Company to any Person (except as transactions contemplated by this Agreement). Except (i) as set forth in Part 3.24 Section 2.21 of the Disclosure Schedule, (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iii) such other filings, notices or Consents that, if not filed, given or obtained would not be material to the Company or any of its Subsidiaries, or to the Company’s execution, delivery and performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement, or to the Company’s ability to consummate the Merger or any of the other transactions contemplated by this Agreement, the Company is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement by or any of the Companyother agreements, documents or instruments referred to in this Agreement; or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Samples: Merger Agreement (Life360, Inc.)
Non-Contravention; Consents. (a) Except as set forth in Part 3.24 Schedule 3.5 of the Company Disclosure ScheduleLetter, neither (1) the execution, delivery or and performance by the Company of this Agreement or the Stockholder AgreementsStock Option Agreement, nor (2) the consummation by the Company of the Offertransactions contemplated hereby or thereby, nor compliance by the Merger or Company with any of the other Contemplated Transactionsprovisions hereof or thereof, will directly will:
(i) violate, conflict with, result in a breach of any provision of, constitute a default (or indirectly (an event that, with or without notice or lapse of time):
(atime or both, would constitute a default) contraveneunder, conflict with or result in the termination of, accelerate the performance required by, result in a violation of: (i) any of change in the provisions of the Charter Documents of the Company; rights or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation obligations of any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach ofparty under, or result in a default under, any provision right of any Material Contracttermination or acceleration, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;
(e) result in the imposition or creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the properties or with respect assets of the Company or any Company Subsidiary, under any of the terms, conditions or provisions of, (x) the Certificate of Incorporation or By-Laws of the Company or the comparable charter or organizational documents of any Company Subsidiary, or (y) any note, bond, mortgage, indenture, deed of trust, licence, lease, contracts, agreement or other instrument or obligation to which the Company or any material asset owned of the Company Subsidiaries is a party, or used by which the CompanyCompany or any of the Company Subsidiaries may be bound, except for Permitted Encumbrancesor to which the Company or any of the Company Subsidiaries or the properties or assets of any of them may be subject, and that, in any such event specified in this clause (y), is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; or
(fii) result violate any valid and enforceable judgment, ruling, order, writ, injunction, decree, or any statute, rule or regulation applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets where such violation is, individually or in the transfer of any material asset aggregate, reasonably likely to have a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to any Person (except as consummate the transactions contemplated by this Agreement). .
(b) Except as set forth in Part 3.24 for (i) the filing of the Disclosure Scheduleapplications and notices with applicable foreign, federal and state regulatory authorities governing insurance (including the Company is not Commissioners of Insurance in Texas and will not Connecticut, and the insurance regulatory authorities and other applicable regulatory authorities in the United Kingdom, Canada, Bermuda, Malaysia, Australia, Spain and Hong Kong) (the "Insurance Authorities") and the approval of such applications or the grant of required licenses by such authorities or the expiration of any applicable waiting periods thereunder, (ii) the filing of notification and report forms with the United States Federal Trade Commission and the United States Department of Justice under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of any applicable waiting period thereunder, (iii) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement (the "Proxy Statement") in definitive form relating to the meeting of the Company's stockholders to be required to make any filing with, give any notice to, or to obtain any Consent from, any Person held in connection with this Agreement and the transactions contemplated hereby (xthe "Stockholders' Meeting") and the filing and declaration of effectiveness of the registration statement on Form S-4 relating to the shares of Parent Common Stock to be issued in the Merger, (iv) filings with state securities or "blue sky" laws, (v) the executionfiling of the Connecticut Certificate of Merger with the Secretary of State of the State of Connecticut pursuant to the CBCA, (vi) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (vii) the approval of the listing of the Parent Common Stock to be issued in the Merger on the New York Stock Exchange or (viii) the filing with the SEC of a Schedule 13D, (the "Schedule 13D"), no notices to, consents or approvals of, or filings or registrations with, any court, federal, state, local or foreign governmental or regulatory body (including a self-regulatory body) or authority (each, a "Governmental Authority") or with any third party are necessary in connection with the execution and delivery or performance by the Company of this Agreement or the Stock Option Agreement and the consummation by the Company, (y) the execution, delivery or performance Company of the Stockholder Agreements trans actions contemplated hereby and thereby, except for such notices, consents, approvals, filings or (z) registrations, the consummation failure of which to be made or obtained are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Offer, Company to consummate the Merger or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
Samples: Merger Agreement (American International Group Inc)
Non-Contravention; Consents. Except as set forth in Part 3.24 2.23 of the Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or the Stockholder AgreementsAgreement, nor (2) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransaction contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) of any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the CompanyAcquired Corporations;
(b) assuming the filings, notices and Consents described in any material respectthe last paragraph of this Section 2.23 are made, given and obtained, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which any of the CompanyAcquired Corporations, or any of the assets owned or used by any of the CompanyAcquired Corporations, is subject;
(c) in any material respect, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d) in any material respect, contravene, conflict with or result in a violation or breach of, or result in a material default under, any provision of any Material Company Contract, or give any Person the right to: (i) declare a material default or exercise any material remedy under any such Material Company Contract; (ii) receive or obtain a material rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iii) accelerate the maturity or performance of any such Material Company Contract; or (iiiiv) cancel, terminate or materially modify any material right, benefit, obligation or other term of any such Material Company Contract;
(ed) result in the imposition or creation of any material Encumbrance upon or with respect to any material asset owned or used by any of the Company, Acquired Corporations (except for Permitted Encumbrancesliens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or
(fe) result in the disclosure or delivery to any escrowholder or other Person of any source code for any Company Product Software, or the transfer of any material asset of any of the Company Acquired Corporations to any Person Person, except, in the case of clauses “(except b)” through “(e)” as contemplated by this Agreement)would not reasonably be expected, individually or on the aggregate, to have a Company Material Adverse Effect. Except as set forth in Part 3.24 None of the Disclosure ScheduleAcquired Corporations was, the Company is not and or will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement by the Company, Agreement; or (y) the execution, delivery or performance of the Stockholder Agreements or (z) the consummation of the Offer, the Merger or any of the other Contemplated Transactionstransaction contemplated by this Agreement, except as may be required by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD BylawsBylaws (as they relate to the Form S-4 Registration Statement and the Prospectus/Proxy Statement), and except where the failure to make any such filing, give any such notice or obtain any such Consent would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 1 contract
Non-Contravention; Consents. Except as set forth in Part 3.24 2.25 of the Company and Selling Shareholder Disclosure Schedule, neither :
(1a) the The execution, delivery or and performance of this Agreement or any of the Stockholder Agreementsother agreements referred to in this Agreement, nor (2) and the consummation of the Offer, the Merger Sale or any of the other Contemplated Transactionstransactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Charter Documents of the Company; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Company;
(b) in any material respect, contravene, conflict with or result in a violation of any Legal Requirement of the provisions of the Company's Articles of Incorporation or Bylaws or any Order to which resolution adopted by the shareholders or the board of directors of the Company, or any of the assets owned or used by the Company, is subject;
(cii) contravene, conflict with or result in a violation of or result in a default under, any provision of any material respectCompany Contract, or give any Person the right to declare a default or exercise any remedy under any such Company Contract;
(iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of the Company or to any of the assets owned or used by the Company;; or
(div) in any material respect, contravene, conflict with or result in a violation of or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Material Contract; (ii) accelerate the maturity or performance of any such Material Contract; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any such Material Contract;
(e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by the Company, Company (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company); orand
(fb) result in the transfer of any material asset of the Company to any Person (except as contemplated by this Agreement). Except as set forth in Part 3.24 of the Disclosure Schedule, the Company is not and will not be required to make any filing with, with or give any notice to, or to obtain any Consent from, any Person in connection with (xi) the execution, delivery or performance of this Agreement by the Company, (y) the execution, delivery or performance any of the Stockholder Agreements other agreements referred to in this Agreement, or (zii) the consummation of the Offer, the Merger Sale or any of the other Contemplated Transactions, except as may be required transactions contemplated by the Securities Act, the Exchange Act, the DGCL, any applicable state or foreign securities laws, the HSR Act, any foreign antitrust Legal Requirement and the NASD Bylawsthis Agreement.
Appears in 1 contract
