Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) the consummation of 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) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub; (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or (c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 3 contracts
Samples: Merger Agreement (Macromedia Inc), Merger Agreement (Adobe Systems Inc), Merger Agreement (Adobe Systems Inc)
Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR ActAct and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the Parent Primary ExchangeSEC and Nasdaq, neither (1) the execution and delivery of this Agreement by Parent and Merger SubPurchaser, nor (2) and the consummation of 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 ofnot: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or Merger SubPurchaser; or (ii) any resolution adopted cause a violation by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation Purchaser of any Legal Requirement or any Order order applicable to Parent or Purchaser, or to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is Purchaser are subject; or
or (ciii) contravenerequire any consent or notice under, conflict with or with, result in a violation or breach of, or result in constitute a default underunder (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any material Contract of ParentContract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, except in the case of clauses "(aii) and (iii)" through "(c)" of this sentence, as would not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the applicable rules and regulations of the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement by Parent or Purchaser, or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations No vote of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected Parent’s or Purchaser’s stockholders is necessary to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of approve this Agreement; or (2) the consummation of the Merger Agreement or any of the other Contemplated TransactionsTransactions (except in the case of Purchaser as has previously been obtained).
Appears in 3 contracts
Samples: Merger Agreement (Intercept Pharmaceuticals, Inc.), Merger Agreement (Cti Biopharma Corp), Merger Agreement (Cti Biopharma Corp)
Non-Contravention; Consents. a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer and Merger Sub, nor (2) any Buyer Designee and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer’s or any of the other Contemplated TransactionsBuyer Designee’s charter or by-laws or similar organizational document, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of the provisions of the certificate of incorporation trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or bylaws of Parent other arrangement or Merger Sub; commitment to which Buyer or any Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholdersapplicable Law, the board order, judgment, injunction, decree, rule or regulation of directors any court or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement Governmental Body having jurisdiction over Buyer or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer or on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements.
b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, as would except for such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have a material adverse effect on Buyer or result in a Parent Material Adverse Effect. Except: (A) as may be required by any Buyer Designee’s ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Magnegas Corp), Asset Purchase Agreement (Magnegas Corp), Asset Purchase Agreement (Magnegas Corp)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations delivery of the Parent Primary ExchangeConsent, neither (1) and any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Merger SubPurchaser, nor (2) and the consummation of 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):
not: (a) contravene, conflict with or result in cause a violation of: (i) of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) of Parent or Merger SubPurchaser; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in cause a violation by Parent or Purchaser of any Legal Requirement or any Order order applicable to Parent or Purchaser, or to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is they are subject; or
or (c) contraveneconflict with, conflict with or result in a violation or breach of, or result in constitute a default under, on the part of Parent or Purchaser under any provision of any material Contract of ParentContract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "“(ab)" through "” and “(c)" of this sentence”, for such conflicts, violations, breaches or defaults as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) Except as may be required by the Securities ActExchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the Exchange ActDGCL and any filing, the DGCL, the HSR Act, notification or approval in any foreign jurisdiction required by Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse EffectLaws, neither Parent nor Merger Sub wasPurchaser, nor any of Parent’s other Affiliates, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with: (1) with the execution, execution and delivery or performance of this Agreement; Agreement and the CVR Agreement by Parent or (2) Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the other Contemplated Transactions.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Miramar Labs, Inc.), Merger Agreement (Sientra, Inc.)
Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer and Merger Sub, nor (2) any Buyer Designee and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer’s or any of the other Contemplated TransactionsBuyer Designee’s charter or by-laws or similar organizational document, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of the provisions of the certificate of incorporation trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or bylaws of Parent other arrangement or Merger Sub; commitment to which Buyer or any Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholdersapplicable Law, the board order, judgment, injunction, decree, rule or regulation of directors any court or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement Governmental Body having jurisdiction over Buyer or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through ", any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer or on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements.
(c)" b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, as would except for (i) any filings required to be made under the HSR Act and any applicable filings required under foreign antitrust Laws, and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have a material adverse effect on Buyer or result in a Parent Material Adverse Effect. Except: (A) as may be required by on Buyer’s or any Buyer Designee’s ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (NetApp, Inc.), Asset Purchase Agreement (Lsi Corp)
Non-Contravention; Consents. Assuming compliance with the applicable provisions (a) The execution, delivery and performance of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws this Purchase Agreement and the rules and regulations Collateral Agreements by each of the Parent Primary Exchange, neither (1) the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) Buyer and the consummation of the Merger or any of the other Contemplated Transactions, transactions contemplated hereby and thereby do not and will or would reasonably be expected to, directly or indirectly not (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a breach or violation of: (i) of any provision of the provisions of the Parent's certificate of incorporation or bylaws or Buyer's certificate of Parent formation or Merger Sub; or limited liability company agreement, (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any Legal Requirement obligation under, or give rise to a right by any Order party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, Agreement, instrument or other arrangement or commitment to which Parent or Merger SubBuyer is a party or by which they or their respective assets or properties are bound or (iii) violate any order, judgment, decree, rule or regulation of any Governmental Body having jurisdiction over Parent or Buyer or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; exceptthan, in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentence, as would obligations or rights that individually or in the aggregate do not have and would not reasonably be expected to have or result in a Parent Buyer Material Adverse Effect. Except: .
(Ab) Except as may set forth on Schedule 4.3(b), no consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer in connection with the execution and delivery of this Purchase Agreement and the Collateral Agreements or the consummation of the transactions contemplated hereby or thereby by Parent or Buyer, except for (i) any filings required by the Securities Act, the Exchange Act, the DGCL, to be made under the HSR Act, Act and any applicable filings required under foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; Competition Laws and (Bii) as would such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, do not have and would not reasonably be expected to have or result in a Parent Buyer Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Avaya Inc), Asset Purchase Agreement (Commscope Inc)
Non-Contravention; Consents. Assuming compliance with (a) The execution and delivery of this Agreement and the applicable provisions Collateral Agreements by Seller and, assuming that all Seller Required Consents listed in Schedule 3.3(b) have been obtained or made, the consummation of the Securities Acttransactions contemplated hereby and thereby, do not and will not: (i) conflict with or result in a breach or violation of any provision of any organizational document of Seller; (ii) violate or result in a breach of or constitute an occurrence of a default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any Material Contract, or result in the creation of any Encumbrance upon any of the Purchased Assets; or (iii) violate any material Law of any Governmental Body having jurisdiction over Seller, the Exchange ActPurchased Assets or the Assumed Liabilities, except, in the DGCLcase of clauses (ii) and (iii), state securities as would not individually or "blue sky" lawsin the aggregate have a Material Adverse Effect with respect to the Purchased Assets or the Assumed Liabilities.
(b) No consent, the HSR Actapproval, order or authorization of, or registration, declaration or filing with, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither Person (1including any Governmental Body) is required to be obtained by Seller in connection with the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) any Collateral Agreement to which Seller will be a party or for the sale of the Purchased Assets and the consummation by Seller of the Merger transactions contemplated hereby or any of the other Contemplated Transactionsthereby, 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: except for (i) any of filings required to be made under the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or HSR Act, (ii) any resolution adopted by consents or approvals of Third Parties required to transfer or assign to Buyer the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
Purchased Assets (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, including in the case of clauses a Purchased Contract where Seller is retained by order of a court, any approvals, authorizations or orders of such court necessary to allow the Buyer to perform the services under and enjoy the benefits of the Purchased Contract), or assign the benefits of or delegate performance with regard thereto, in each case as set forth in Schedule 3.3(b) (the "Seller Required Consents"), and (a)" through "(c)" iii) consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of this sentence, as which to be obtained or made would not individually or in the aggregate have and would not reasonably be expected a Material Adverse Effect with respect to have the Purchased Assets or result in a Parent Material Adverse Effect. Except: (A) as may the failure to be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations satisfied of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result condition set forth in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsSection 7.2(e)(i).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Fti Consulting Inc), Asset Purchase Agreement (Fti Consulting Inc)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of the Parent Primary ExchangeLaws, neither (1) the execution and delivery of this Agreement and the CVR Agreement by Parent and Merger SubPurchaser, nor (2) and the consummation of 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):
not: (a) contravene, conflict with or result in cause a violation of: (i) of any of the provisions of the certificate of incorporation or bylaws or other organizational documents of Parent or Merger SubPurchaser; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in cause a violation by Parent or Purchaser of any Legal Requirement or any Order order applicable to Parent or Purchaser, or to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is they are subject; or
or (c) contraveneconflict with, conflict with or result in a violation or breach of, or result in constitute a default underor cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Parent or Purchaser is entitled under any provision of any material Contract of ParentContract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "“(ab)" through "” and “(c)" of this sentence”, for such conflicts, violations, breaches or defaults as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) Except as may be required by the Securities ActExchange Act (including the filing with the SEC of the Offer Documents), the Exchange Actstate takeover laws, the DGCL, or the HSR ActAct and any filing, notification or approval in any foreign jurisdiction required by Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse EffectLaws, neither Parent nor Merger Sub wasPurchaser, nor any of Parent’s other Affiliates, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with: (1) with the execution, execution and delivery or performance of this Agreement; Agreement or (2) the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement the CVR Agreement or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Trius Therapeutics Inc), Merger Agreement (Cubist Pharmaceuticals Inc)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Acta) The execution, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement by Parent Seller and Merger Sub, nor (2) the Collateral Agreements by Seller that is a party thereto and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of the other Contemplated TransactionsSeller’s charter, will by-laws or would reasonably be expected tosimilar organizational document, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation the acceleration or cancellation of any Legal Requirement or any Order to which Parent or Merger Subobligation under, or give rise to a right by any of the assets owned party to terminate or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default amend its obligations under, any provision mortgage, deed of any material Contract of Parenttrust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or give any Person other arrangement or commitment to which Seller is a party or by which it is bound and which relates to the right to: (i) declare a default Seller Business or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty the Purchased Assets or change in delivery schedule under any such Contract; (iii) accelerate the maturity violate any applicable Law, order, judgment, decree, rule or performance regulation of any such Contract; court or (iv) cancelany Governmental Body having jurisdiction over Seller, terminate the Seller Business or modify any rightthe Purchased Assets, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentenceobligations or rights that, as would individually or in the aggregate, are not have and would could not reasonably be expected to have be material to the Seller Business, taken as a whole.
b) No consent, approval, order or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Actauthorization of, the Exchange Actor registration, the DGCL, the HSR Actdeclaration or filing with, any foreign Antitrust Law Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the rules and regulations Collateral Agreements to which Seller will be a party or for the consummation of the Parent Primary Exchange; transactions contemplated hereby or thereby by Seller, except for such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, are not and (B) as would not have and would could not reasonably be expected to have or result in be material to the Seller Business, taken as a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactionswhole.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Magnegas Corp), Asset Purchase Agreement (Magnegas Corp)
Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer and Merger Sub, nor (2) any Buyer Designee and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer’s or any of the other Contemplated TransactionsBuyer Designee’s charter or by-laws or similar organizational document, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of the provisions of the certificate of incorporation trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or bylaws of Parent other arrangement or Merger Sub; commitment to which Buyer or any Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholdersapplicable Law, the board order, judgment, injunction, decree, rule or regulation of directors any court or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement Governmental Body having jurisdiction over Buyer or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through ", any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements.
(c)" b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, as would except for (i) those listed on Schedule 4.3(b) (the “Buyer Required Consents”), and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have a material adverse effect on Buyer’s business taken as a whole or result in a Parent Material Adverse Effect. Except: (A) as may be required by Buyer’s or any Buyer Designee’s ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (NMS Communications Corp), Asset Purchase Agreement (Verso Technologies Inc)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) the consummation of 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) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) Neither the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger , or any of the Ancillary Agreements, nor the consummation of any of the transactions contemplated by this Agreement, or any of the Ancillary Agreements, will: (i) conflict with or result in any violation of any provision of the certificate of incorporation, bylaws or other Contemplated Transactionscharter or organizational documents of Seller; (ii) result in a material breach or default by Seller under any contract to which Seller is a party; (iii) result in a material violation or breach of any Legal Requirement applicable to the Specified Assets, any Specified Contract, or Seller; or (iv) result in the imposition of any Lien upon any of the Specified Assets (except for the Permitted Liens).
(b) Other than as set forth on Part 2.10(b) of the Disclosure Schedule or as required under the HSR Act, for the BARDA Consent or Novation Agreement, Seller is not required to make any notice to, filing with, or obtain any Authorization of, exemption by, or Consent of any Governmental Entity or any other Person for Seller to transfer the Specified Assets to Purchaser and otherwise consummate the transactions contemplated hereunder and under the Ancillary Agreements, except for such notices, filings, Authorizations, exemptions or Consents that if not delivered, filed or obtained would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on Seller’s ability to consummate the transactions contemplated hereunder and the Ancillary Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Chimerix Inc), Asset Purchase Agreement (Emergent BioSolutions Inc.)
Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer and Merger Sub, nor (2) any Buyer Designee and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer's or any of the other Contemplated Transactions, will Buyer Designee's charter or would reasonably be expected to, directly by-laws or indirectly similar organizational document (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of the provisions of the certificate of incorporation trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or bylaws of Parent other arrangement or Merger Sub; commitment to which Buyer or any Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholdersapplicable Law, the board order, judgment, injunction, decree, rule or regulation of directors any court or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement Governmental Body having jurisdiction over Buyer or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through ", any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer's business taken as a whole or on Buyer's or any Buyer Designee's ability to consummate the transactions under this Agreement and the Collateral Agreements.
(c)" b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, as would except for (i) any filings required to be made under the HSR Act and any applicable filings required under foreign antitrust Laws, and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have a material adverse effect on Buyer's business taken as a whole or result in a Parent Material Adverse Effect. Except: (A) as may be required by on Buyer's or any Buyer Designee's ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Emcore Corp), Asset Purchase Agreement (Agere Systems Inc)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (1a) the The execution and delivery of this Agreement by Parent and Merger SubSubs of this Agreement and the Transaction Documents, nor (2) the consummation of the transactions contemplated hereby and thereby, and compliance by Parent and Merger Subs with the provisions hereof or thereof will not result in any of the other Contemplated Transactionsviolation or breach of, will or would reasonably be expected to, directly conflict with or indirectly default (with or without notice or lapse of time):
(a, or both) contraveneunder, conflict with or result in give rise to a violation of: (i) right of termination, cancellation or acceleration of any obligation of the provisions loss of the certificate of incorporation a material benefit under, or bylaws give rise to any obligation of Parent or Merger Sub; Subs to make any payment under, or (ii) to the increased, additional, accelerated or guaranteed rights or entitlements of any resolution adopted by Person under, or result in the stockholders, the board creation of directors or any committee Liens upon any of the board of directors properties or assets of Parent or Merger Sub;under any provision under any provision of the Organizational Documents of Parent.
(b) contraveneThe execution and delivery of this Agreement and the Transaction Documents, conflict with and the performance of hereof and thereof, by each of Parent, Merger Sub and Merger Sub LLC will not require any consent, approval, authorization or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach permit of, or result in a default underfiling with or notification to, or expiration or termination of any waiting period by, any provision of any material Contract of ParentGovernmental Authority, or give any Person the right to: except (i) declare a default or exercise any remedy under any such Contract; (ii) a rebatefor applicable requirements, chargebackif any, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Securities Act, and any foreign Antitrust Law state securities laws, and filing and recordation of appropriate merger documents as required by the CCAA and the rules and regulations of the Parent Primary Exchange; Indiana Act and (Bii) as would not have and would not reasonably be expected where the failure to have obtain such consents, approvals, authorizations or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice topermits, or to obtain any Consent frommake such filings or notifications, any Person would not, individually or in connection with: (1) the executionaggregate, delivery prevent or performance of this Agreement; or (2) the materially delay consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated hereby or otherwise prevent Parent, Merger Sub or Merger Sub LLC from performing its material obligations under this Agreement and the Transaction Documents.
Appears in 2 contracts
Samples: Merger Agreement (Bendele Phillip), Merger Agreement (Inotiv, Inc.)
Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Actthat all Required Consents have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement by Parent Seller and Merger Sub, nor (2) the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller's or the other Contemplated Transactionsapplicable Subsidiary's charter, will by-laws or would reasonably be expected tosimilar organizational document, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation the right to accelerate, acceleration or cancellation of any Legal Requirement or any Order to which Parent or Merger Subobligation under, or give rise to a right by any of the assets owned party to terminate or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default amend its obligations under, any provision mortgage, deed of any material Contract of Parenttrust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, Contract, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the CATV Business or the Purchased Assets, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity violate any order, judgment, decree, rule or performance regulation of any such Contract; court or (iv) cancelany Governmental Body having jurisdiction over Seller, terminate a Subsidiary, the CATV Business or modify any rightthe Purchased Assets, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentenceobligations or rights that, as would individually or in the aggregate, have not have had and would could not reasonably be expected to have or result in a Parent Seller Material Adverse Effect. Except: .
(Ab) as may be required by the Securities ActNo consent, the Exchange Actapproval, the DGCLorder or authorization of, the HSR Actor registration, declaration or filing with, any foreign Antitrust Law Person is required to be obtained by Seller or a Subsidiary in connection with the execution, delivery and performance of this Agreement or the rules and regulations Collateral Agreements or for the consummation of the Parent Primary Exchange; transactions contemplated hereby or thereby by Seller or a Subsidiary, except for (i) consents or approvals of Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the benefits of or delegate performance with regard thereto set forth in Schedule 3.4(b) (the "Required Consents") and (Bii) as would such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have or result in a Parent Seller Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Emcore Corp), Asset Purchase Agreement (Agere Systems Inc)
Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCLdelivery and performance of this Agreement, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules Collateral Agreements by Buyer and regulations of the Parent Primary Exchange, neither (1) the execution any Buyer Designee and delivery of this Agreement by Parent and Merger Sub, nor (2) the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer’s or any of the other Contemplated TransactionsBuyer Designee’s charter or by-laws or similar organizational document, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any of the provisions of the certificate of incorporation obligation under, or bylaws of Parent give rise to a right by any party to terminate or Merger Sub; amend its obligations under, any Contract to which Buyer or any Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholders, the board applicable Law of directors any Governmental Body having jurisdiction over Buyer or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through ", any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and would not be reasonably expected to have a material adverse effect on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement, and the Collateral Agreements.
(c)" b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement, as would or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would not reasonably be expected to have a material adverse effect on Buyer’s or result in a Parent Material Adverse Effect. Except: (A) as may be required by any Buyer Designee’s ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Akoustis Technologies, Inc.)
Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery of this Agreement and the Related Documents by Parent and Merger SubSeller will not: (i) result in any violation or breach of, nor (2) the consummation of the Merger or any of the other Contemplated Transactions, will or would reasonably be expected to, directly or indirectly default under (with or without notice or lapse of time):
(a) contravene, conflict with or both), or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in a violation of: the creation of any Encumbrance in or upon the Transferred Assets under, (i) any of the provisions of the Seller’s certificate of incorporation or bylaws and its bylaws, in each case, as amended as of Parent or Merger Sub; or the Execution Date, (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order Contract to which Parent Seller is a party or Merger Sub, or to which any of the assets owned Transferred Assets are subject or used by Parent (iii) any (A) statute, ordinance, rule, regulation or Merger Subother Law applicable to Seller or the Transferred Assets or (B) order, is subject; or
(c) contravenewrit, conflict with injunction, judgment or result decree applicable to Seller or the Transferred Assets, except in a violation or breach of, or result in a default under, any provision the cases of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; clauses (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; and (iii) accelerate ), where the maturity conflict, violation, breach, default, termination, cancellation, acceleration or performance creation of any such Contract; an Encumbrance, individually or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentenceaggregate, as would has not have been and would not reasonably be expected to have be material and adverse to the Transferred Assets, taken as a whole, or result that would not reasonably be expected to prevent, materially impede or materially delay the consummation by Seller of the Acquisition.
(b) Except as set forth in a Parent Material Adverse Effect. Except: (ASection 3.1.4(b) of the Seller Disclosure Schedule and as may be required by the Securities Act, the Exchange Act, state takeover Laws and the DGCL, Seller is not required to give notice to, make any filing with, or obtain any consent from any Governmental Body at any time prior to the HSR ActClosing in connection with the execution and delivery of this Agreement, any foreign Antitrust Law and except those filings, notifications, approvals, notices or consents that the rules and regulations of the Parent Primary Exchange; and (B) as would not have and failure to make, obtain or receive would not reasonably be expected to have or result in have, a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Atreca, Inc.), Asset Purchase Agreement (Atreca, Inc.)
Non-Contravention; Consents. Assuming compliance with (i) Provided that the applicable provisions consents, approvals, authorizations and other actions described in Section 3.2(b)(ii) have been obtained or taken and except as set forth in Section 3.2(b)(i) of the Securities ActBuyer’s Disclosure Letter and except as may result from any facts or circumstances relating to Buyer or any of its Affiliates, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance by Buyer of this Agreement by Parent do not, and Merger Sub, nor (2) the consummation of the Merger or transactions contemplated hereby will not, (A) conflict with any of the other Contemplated Transactionsprovisions of the articles or certificates of incorporation or by-laws or comparable organizational documents of Buyer or any Affiliate of Buyer, will (B) conflict with, result in a breach of or would reasonably be expected to, directly or indirectly default (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any both) under or give rise to a right of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default termination under, any provision contract, agreement, Permit or instrument to which Buyer or any Affiliate of any material Contract of Parent, or give any Person the right to: (i) declare Buyer is a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; party or (ivC) cancelsubject to the matters referred to in Section 3.2(b)(ii), terminate contravene any Requirement of Law applicable to Buyer or modify any rightAffiliate of Buyer, benefit, obligation or other term of such Contract; except, in the case of clauses "(aB) and (C)" through "(c)" of this sentence, as would not have and for such violations, conflicts, breaches or defaults which would not reasonably be expected to have or result in a Parent Buyer Material Adverse Effect. Except.
(ii) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Buyer or any of its Affiliates in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of any of the transactions contemplated by this Agreement, except for: (A) as may be the filing of pre-merger notification and report forms under the HSR Act; (B) the approvals, filings and notices required by under the Securities Actinsurance Laws of the jurisdictions in which the Insurance Companies are organized or transact the business of insurance; (C) the approvals, filings and notices required for a change in control of a registered broker-dealer and/or a registered investment adviser under the rules of NASD, Inc., the Exchange Act, the DGCLInvestment Advisers Act and applicable state Laws; (D) such other consents, the HSR Actapprovals, any foreign Antitrust Law and the rules and regulations authorizations, declarations, filings or notices as are set forth in Section 3.2(b)(ii) of the Parent Primary ExchangeBuyer’s Disclosure Letter; and (BE) as would not have and such other consents, approvals, authorizations, declarations, filings or notices which the failure to obtain or make would not reasonably be expected to have or result in a Parent Buyer Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Protective Life Insurance Co), Stock Purchase Agreement (Protective Life Corp)
Non-Contravention; Consents. (a) Assuming compliance with that all Required Consents (as defined in Section 3.4(b)) and the applicable provisions of the Securities ActEDA Approval have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Seller and Merger Sub, nor (2) the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of the other Contemplated TransactionsSeller’s charter, will by-laws or would reasonably be expected tosimilar organizational document, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any of obligation under, or give rise to a right by any party to terminate or amend its obligations under, any Contract to which Seller is a party or by which it is bound and which relates to the provisions of Foundry Operation or the certificate of incorporation or bylaws of Parent or Merger Sub; Purchased Assets, in each case which would result in a Seller Material Adverse Effect, or (iiiii) violate any resolution adopted by the stockholdersapplicable Law of any Governmental Body having jurisdiction over Seller, the board of directors Foundry Operation or any committee of the board of directors of Parent or Merger Sub;Purchased Assets, in each case which would result in a Seller Material Adverse Effect.
(b) contraveneNo consent, conflict with approval, order or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach authorization of, or result in a default underregistration, declaration or filing with, any provision Person is required to be obtained by Seller in connection with the execution, delivery and performance of any material Contract this Agreement and the Collateral Agreements to which Seller will be a party or for the consummation of Parentthe transactions contemplated hereby or thereby by Seller, or give any Person the right to: except for (i) declare consents or approvals of Governmental Bodies or other Third Parties that are required to transfer or assign to Buyer or a default Buyer Designee any Purchased Assets or exercise Assumed Liabilities or assign the benefits of or delegate performance with regard thereto in any remedy under any such Contract; material respect, each of which are set forth in Schedule 3.4(b) (the “Required Consents”) and the EDA Approval, and (ii) a rebatesuch other consents, chargebackapprovals, penalty orders, authorizations, registrations, declarations or change in delivery schedule under any such Contract; (iii) accelerate filings the maturity failure of which to be obtained or performance of any such Contract; made, individually or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentenceaggregate, as would have not have had and would could not reasonably be expected to have or result in a Parent Seller Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Akoustis Technologies, Inc.)
Non-Contravention; Consents. a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer and Merger Sub, nor (2) the Buyer Designee and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer’s or the other Contemplated TransactionsBuyer Designee’s charter or by-laws or similar organizational document, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Buyer or the provisions of the certificate of incorporation Buyer Designee is a party or bylaws of Parent by which it or Merger Sub; its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholdersapplicable Law, the board order, judgment, injunction, decree, rule or regulation of directors any court or any committee of the board of directors of Parent Governmental Body having jurisdiction over Buyer or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer or Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements.
b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or the Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, as would except for such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have a material adverse effect on Buyer or result in a Parent Material Adverse Effect. Except: (A) as may be required by Buyer Designee’s ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Taronis Technologies, Inc.)
Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer and Merger Sub, nor (2) any Buyer Designee and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer's or any of the other Contemplated Transactions, will Buyer Designee's charter or would reasonably be expected to, directly by-laws or indirectly similar organizational document (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of the provisions of the certificate of incorporation trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or bylaws of Parent other arrangement or Merger Sub; commitment to which Buyer or any Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholdersapplicable Law, the board order, judgment, injunction, decree, rule or regulation of directors any court or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement Governmental Body having jurisdiction over Buyer or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through ", any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer's business taken as a whole or on Buyer's or any Buyer Designee's ability to consummate the transactions under this Agreement and the Collateral Agreements.
(c)" b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, except for (i) any filings required to be made under the HSR Act and any applicable filings required under foreign antitrust Laws, (ii) a waiver or consent from the SEC concerning obligations with respect to filing of full three year audited financial statements of the Optoelectronics Business as would a part of Buyer's Form 8-K obligations that will permit Buyer to comply with its statutory and regulatory obligations with information available from Seller, and (iii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have a material adverse effect on Buyer's business taken as a whole or result in a Parent Material Adverse Effect. Except: (A) as may be required by on Buyer's or any Buyer Designee's ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.Collateral Agreements. Agere Systems Proprietary
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Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Actthat all consents, approvals, orders, clearances, authorizations, registrations, declarations or filings specified in Section 4.3b) have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement by Parent the Guarantor and Merger Sub, nor (2) the consummation of the Merger transactions contemplated hereby do not and will not: (i) result in any material breach or material violation of, or conflict with, any provision of the other Contemplated TransactionsGuarantor’s Governing Documents, will or would reasonably be expected to(ii) in any material respect, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with violate or result in a violation of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a constitute an occurrence of default under, result in the acceleration or cancellation of or give rise to a right by any provision of party to terminate or amend, any material Contract of Parentto which the Guarantor is a party or by which it or its assets or properties are bound, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance violate any applicable Law of any such Contract; Governmental Body having jurisdiction over the Guarantor or (iv) cancelany of its properties, terminate or modify any right, benefit, obligation or other term of such Contract; exceptthan, in the case of clauses "clause (aii) or (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentenceobligations or rights that, as would individually or in the aggregate, have not have had and would not reasonably be expected to have materially interfere with or result delay the Guarantor’s ability to carry out its obligations under this Agreement.
(b) Assuming the accuracy of the representations and warranties of Buyer in a Parent Material Adverse Effect. Except: (A) as may Section 5.3b), other than the Required Regulatory Approvals, no consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be required obtained by the Securities ActGuarantor in connection with the execution, the Exchange Actdelivery and performance of this Agreement or its obligations hereunder, the DGCLincluding, the HSR Actbut not limited to, any foreign Antitrust Law and the rules and regulations performance of the Parent Primary Exchange; and (B) as would Guarantee, except for such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing materially interfere with or give any notice to, or delay the Guarantor’s ability to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of carry out its obligations under this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. (a) Assuming compliance that Stockholder Approval and all Seller Consents have been obtained, except for the filing with the applicable provisions SEC of (x) a proxy statement relating to the approval by the stockholders of Seller of the Securities Actprincipal terms of this Agreement and the Collateral Agreements and the transactions contemplated hereby and thereby (the “Proxy Statement”) and (y) such reports under the Exchange Act as may be required in connection with this Agreement and the Collateral Agreements and the transactions contemplated hereby and thereby, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement by Parent Seller and Merger Subthe Collateral Agreements by Seller and, nor (2) to the extent applicable, the Selling Subsidiaries and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) conflict with or result in a breach or violation of any provision of Seller’s or the applicable Selling Subsidiary’s certificate of incorporation or by-laws or other Contemplated Transactionssimilar organizational documents, will or would reasonably be expected to, directly or indirectly (ii) with or without notice or lapse of time):
time (a) contraveneor both), conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation the acceleration or cancellation of any Legal Requirement or any Order to which Parent or Merger Submaterial obligation under, or give rise to a right by any of the assets owned party to terminate or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default amend its obligations under, any provision Purchased Contract or any other mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller or any material Contract of ParentSelling Subsidiary is a party or by which it is bound and which relates to the Business or the Purchased Assets, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance violate any Law of any such ContractGovernmental Body having jurisdiction over Seller, any Selling Subsidiary or the Purchased Assets; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; exceptthan, in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentenceobligations or rights that, as would individually or in the aggregate, have not have had and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: .
(Ab) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller in connection with the execution and delivery of this Agreement or by Seller and, to the extent applicable, the Selling Subsidiaries in connection with the execution and delivery of the Collateral Agreements or for the sale of the Purchased Assets and the consummation of the transactions contemplated hereby and thereby by Seller and, to the extent applicable, the Selling Subsidiaries, except for (i) consents or approvals of Third Parties that are required to transfer or assign to Buyer any Purchased Assets or assign the benefits of or delegate performance with regard thereto, for Seller to perform its obligations under this Agreement or for Seller and, to the extent applicable, the Selling Subsidiaries to perform its obligations under the Collateral Agreements, (ii) those identified on Schedule 3.4(b) (items (i) and (ii) being referred to herein as the “Seller Consents”), (iii) Stockholder Approval, (iv) the filing with the SEC of the Proxy Statement and such reports under the Exchange Act as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law in connection with this Agreement and the rules Collateral Agreements and regulations of the Parent Primary Exchange; transactions contemplated hereby and thereby, and (Bv) as would such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
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Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act(i) The execution, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance by Intel of this Agreement by Parent and Merger Subthe other Transaction Documents to which Intel is a party, nor (2) and the consummation of the Merger transactions contemplated hereby and thereby, do not and will not: (A) contravene or any conflict with the certificate of incorporation, bylaws or other organizational documents of Intel; (B) assuming receipt of the other Contemplated TransactionsIntel Approvals, will the ST Approvals and the Numonyx Approvals and the Intel Contractual Consents, contravene or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in constitute a material violation of: (i) of any provision of any Applicable Law binding upon or applicable to Intel, the provisions of the certificate of incorporation or bylaws of Parent or Merger SubIntel Transferred Assets; or (iiC) any resolution adopted by the stockholders, the board of directors or any committee assuming receipt of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any Intel Approvals and of the assets owned or used by Parent or Merger SubIntel Contractual Consents, is subject; or
(c1) contravene, conflict with or result in a violation or breach of, or result in constitute a default under, give rise to any provision right of termination, cancellation, modification, acceleration of, or a loss of any material Contract benefit under any Intel Contract, including the Intel Transferred Contracts, (2) result in the creation or imposition of Parentany Lien (other than Permitted Liens) on any Intel Transferred Asset, or give any Person the right to: (i3) declare constitute a breach, default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance violation of any such Contract; settlement agreement, judgment, injunction or (iv) canceldecree, terminate or modify any right, benefit, obligation or other term of such Contract; except, except in the case of clauses "clause (aB) or (C)" through "(c)" of this sentence, as would not have and for matters that would not reasonably be expected to have or result an Intel Material Adverse Effect (provided that in a Parent determining whether an Intel Material Adverse Effect would result, any adverse effect otherwise excluded by clause (C) of the definition of “Intel Material Adverse Effect. Except: ” shall be taken into account).
(ii) The execution, delivery and performance by Intel of this Agreement and the other Transaction Documents to which Intel is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not, as of the Closing Date, constitute a default under, give rise to any right of termination, cancellation, modification, acceleration of, or a loss of any material benefit under, any Contract identified on Schedule 3.1(d)(ii) of the Intel Master Agreement Disclosure Letter; provided, however, that for the avoidance of doubt, the Parties acknowledge and agree that the representations and warranties set forth in this Section 3.1(d)(ii) shall not be deemed to be untrue or inaccurate in any respect as a result of (A) as may be required any action or omission by the Securities ActHoldings or any of its Affiliates, the Exchange Actother than with respect to Intel Transferred Entities prior to Closing, the DGCLthat constitutes or results in a default by Intel or any Intel Subsidiary or gives rise to any right of termination, the HSR Actcancellation, modification, acceleration of, or a loss of any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchangematerial benefit under any such Contract; and (B) as would not have and would not reasonably be expected any withdrawal or voiding after the Closing of any consent granted prior to the Closing by a party to such Contract, which withdrawal or voiding purports to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required retroactive effect to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsClosing.
Appears in 1 contract
Samples: Master Agreement (Intel Corp)
Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Actthat all Seller Required Consents listed in Schedule 3.3(b) have been obtained or made, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery of this Agreement and the Collateral Agreements by Parent Seller, and Merger Sub, nor (2) the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated hereby and thereby, do not and will or would reasonably be expected to, directly or indirectly not: (with or without notice or lapse of time):
(ai) contravene, conflict with or result in a breach or violation of: (i) of any provision of the provisions any organizational document of the certificate of incorporation or bylaws of Parent or Merger SubSeller; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any Legal Requirement or any Order to which Parent or Merger Subobligation under, or give rise to a right by any of the assets owned party to terminate or used by Parent or Merger Subamend its obligations under, is subject; or
(c) contravene, conflict with or result in a violation or breach ofany Material Contract, or result in a default under, any provision the creation of any material Contract Encumbrance upon any of Parent, the Purchased Assets; or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance violate any material Law of any such Contract; Governmental Body having jurisdiction over Seller or (iv) cancelthe Purchased Assets, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(aii) and (iii)" through "(c)" of this sentence, as would not individually or in the aggregate have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: Effect with respect to the Business.
(Ab) as may No consent, approval, order or authorization of, or registration, declaration or filing with, any Person (including any Governmental Body) is required to be obtained by Seller in connection with the execution and delivery of this Agreement and any Collateral Agreement to which Seller will be a party or for the sale of the Purchased Assets or the grant of the licenses under the License Agreement and the consummation by Seller of the transactions contemplated hereby or thereby, except for (i) any filings required by the Securities Act, the Exchange Act, the DGCL, to be made under the HSR Act, (ii) consents or approvals of Third Parties required to transfer or assign to Buyer the Purchased Assets (including, without limitation, in the case of a Contract where Seller is retained by order of a court, any foreign Antitrust Law approvals, authorizations or orders of such court necessary to allow the Buyer to perform the services under and enjoy the rules and regulations benefits of the Parent Primary Exchange; Contract), grant the licenses in accordance with the License Agreement, or assign the benefits of or delegate performance with regard thereto, in each case as set forth in Schedule 3.3(b) (the "Seller Required Consents"), and (Biii) as consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made would not individually or in the aggregate have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required Effect with respect to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsBusiness.
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Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer or any Buyer Designee and Merger Sub, nor (2) the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer's or any of the other Contemplated TransactionsBuyer Designee's charter, will by-laws or would reasonably be expected tosimilar organizational document, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of the provisions of the certificate of incorporation trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or bylaws of Parent other arrangement or Merger Sub; commitment to which Buyer or a Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholdersorder, the board judgment, decree, rule or regulation of directors any court or any committee of the board of directors of Parent Governmental Body having jurisdiction over Buyer or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through ", any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer's business taken as a whole or on its or any Buyer Designee's ability to consummate the transactions under this Agreement and the Collateral Agreements.
(c)" b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or a Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, as would except for (i) any filings required to be made under the HSR Act and any applicable filings required under foreign antitrust Laws and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have a material adverse effect on Buyer's business taken as a whole or result in a Parent Material Adverse Effect. Except: (A) as may be required by on its or any Buyer Designee's ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
Appears in 1 contract
Non-Contravention; Consents. (a) Assuming compliance with that all Required Consents have been made or obtained, the applicable provisions execution, delivery and performance of this Agreement by Seller and the Collateral Agreements to which Seller is a party and the consummation of the Securities Act, the Exchange Act, the DGCL, state securities transactions contemplated hereby and thereby do not and will not: (i) result in a breach or "blue sky" violation of any provision of Seller’s charter or by-laws, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the HSR Actacceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any foreign Antitrust Laws (A) Contract or (B) any other mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which it is a party or by which it is bound and which relates to the rules and regulations Business or the Purchased Assets, which violation, breach or default could be reasonably expected to have a Seller Material Adverse Effect, or (iii) violate in any material respect any material order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller or the Parent Primary ExchangePurchased Assets.
(b) No consent, neither (1) approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller in connection with the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) the Collateral Agreements to which Seller is a party or for the consummation of the Merger transactions contemplated hereby or any of the other Contemplated Transactionsthereby by Seller, 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: except for (i) any of filings required to be made under the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or HSR Act and any applicable filings required under foreign antitrust Laws, (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
those set forth in Schedule 3.3(b) (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: items (i) declare a default or exercise any remedy under any such Contract; and (ii) a rebatebeing referred to herein as the “Required Consents”), chargeback, penalty or change in delivery schedule under any such Contract; and (iii) accelerate the maturity such other consents, approvals, orders, authorizations, registrations, declarations or performance filings where failure of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would compliance could not reasonably be expected to have or result in a Parent Seller Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
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Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act(a) Except as disclosed in Schedule 6.4(a), the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance by BCCM of this Agreement by Parent and Merger Subeach Ancillary Agreement to which BCCM will be a party at the Closing, nor (2) and the consummation of the Merger or any of transactions contemplated hereby and thereby do not and will not at 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: Closing (i) any of the provisions of violate the certificate of incorporation or bylaws of Parent or Merger Sub; or BCCM, (ii) violate any resolution adopted by Law or Order, (iii) require any filing with or the stockholdersissuance of any Permit, consent or approval of, or the board giving of directors any notice to, any Person (including filings, consents or approvals required under any Permits of BCCM or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order licenses to which Parent or Merger SubBCCM is a party), or any of the assets owned or used by Parent or Merger Sub, is subject; or
(civ) contravene, conflict with or result in a violation or breach of, constitute (with or result in without due notice or lapse of time or both) a default under, or give rise to any provision right of termination, cancellation or acceleration of any material Contract right or obligation of Parentthe BCCM or to a loss of any benefit to which the BCCM is entitled under, any Contract, agreement or other instrument binding upon BCCM or any license, franchise, Permit or other similar authorization held by BCCM, or give (v) result in the creation or imposition of any Person Lien (other than Permitted Liens) on any ownership or leasehold interest in any asset of BCCM, except to the right to: extent that any of the foregoing would not have a Material Adverse Effect.
(b) Except as disclosed in Schedule 6.4(b), the execution, delivery and performance by each BCCM Shareholder of this Agreement and each Ancillary Agreement to which such BCCM Shareholder will be a party at the Closing and the consummation of the transactions contemplated hereby and thereby, with respect to that BCCM Shareholder only, do not and will not at the Closing (i) declare a default if such BCCM Shareholder is an entity, violate the charter documents or exercise any remedy under any bylaws of such Contract; BCCM Shareholder, (ii) a rebateviolate any Law or Order, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make require any filing with or give the issuance of any permit, consent or approval of, or the giving of any notice to, any Person (including filings, consents or approvals required under any permits of such BCCM Shareholder or any licenses to which such BCCM Shareholder is a party), (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the BCCM Shareholder or to obtain a loss of any Consent frombenefit to which such BCCM Shareholder is entitled under, any Person in connection with: (1) the executionContract, delivery agreement or performance of this Agreement; other instrument binding upon that BCCM Shareholder or any license, franchise, permit or other similar authorization held by such BCCM Shareholder, or (2v) result in the consummation creation or imposition of any Lien (other than Permitted Liens) on any ownership or leasehold interest in any asset of such BCCM Shareholder, except to the Merger or extent that any of the other Contemplated Transactionsforegoing would not have a Material Adverse Effect.
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Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer and Merger Sub, nor (2) any Buyer Designee and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer’s or any of the other Contemplated TransactionsBuyer Designee’s charter or by-laws or similar organizational document, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of the provisions of the certificate of incorporation trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or bylaws of Parent other arrangement or Merger Sub; commitment to which Buyer or any Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholders, the board applicable Law of directors any Governmental Body having jurisdiction over Buyer or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through ", any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and would not be reasonably expected to have a material adverse effect on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements.
(c)" b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, as would except for (i) any filings required to be made under the HSR Act and any applicable filings required under foreign antitrust Laws, and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would not reasonably be expected to have a material adverse effect on Buyer’s or result in a Parent Material Adverse Effect. Except: (A) as may be required by any Buyer Designee’s ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
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Non-Contravention; Consents. (a) Assuming compliance with that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that will be a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Seller's or the applicable provisions Subsidiary's charter, by-laws or similar organizational documents, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the Securities Actacceleration or cancellation of any right or obligation or a loss of any benefit to which Seller or a Subsidiary is entitled under, the Exchange Actor give rise to a right by any party to terminate, the DGCLcancel, state securities rescind or "blue sky" laws, the HSR Actamend any right or obligation under, any foreign Antitrust Laws mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which the Seller or any Subsidiary or any Purchased Asset is bound, (iii) violate any order, judgment, decree, rule or regulation of any court or any other Governmental Body having jurisdiction over Seller, a Subsidiary or the Purchased Assets or (iv) result in the imposition of any Encumbrances on any Purchased Asset other than, in the case of clauses (ii) and (iii), any such violation, breach, defaults, acceleration or cancellation of obligations or rights that, individually or in the rules and regulations of the Parent Primary Exchangeaggregate, neither would not reasonably be expected to have a Seller Material Adverse Effect.
(1b) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to any Person is required to be obtained, made or taken in connection with the execution and delivery of this Agreement or the Collateral Agreements by Parent and Merger Sub, nor (2) Seller or any Subsidiary that will be a party thereto or for the consummation of the Merger transactions contemplated hereby or any of the other Contemplated Transactionsthereby by Seller or such Subsidiary, 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: except for (i) any of filings required to be made under the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or HSR Act and under any foreign antitrust Laws, (ii) any resolution adopted by consents or approvals of Third Parties, (iii) the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
items set forth in Schedule 3.4(b) (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: items --------------- (i) declare a default or exercise any remedy under any such Contract; ), (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; and (iii) accelerate being referred to herein as the maturity or performance of any such Contract; or "Required Consents") and ----------------- (iv) cancelsuch consents, terminate approvals, orders, authorizations, registrations, declarations or modify any rightfilings the failure of which to be obtained or made, benefit, obligation individually or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentenceaggregate, as would not have and would not reasonably be expected to have or result in a Parent Seller Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (CSG Systems International Inc)
Non-Contravention; Consents. (a) Assuming compliance with that all Required Consents listed in Schedule 3.3(b) have been obtained, the applicable provisions execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller and the consummation of the Securities Acttransactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Seller's charter or by-laws (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the Exchange Actacceleration or cancellation of any obligation under, the DGCL, state securities or "blue sky" laws, the HSR Actgive rise to a right by any party to terminate or amend its obligations under, any foreign Antitrust Laws mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller is a party or by which it or its assets or properties are bound and which relates to the rules and regulations Business or Purchased Assets, which violation breach or default could reasonably be expected to have a Material Adverse Effect or (iii) violate any order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller or any of its properties, including the Parent Primary ExchangePurchased Assets which violation could reasonably be expected to have a Material Adverse Effect.
(b) No consent, neither (1) approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller in connection with the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) the Collateral Agreements to which Seller will be a party or for the consummation of the Merger transactions contemplated hereby or any of the other Contemplated Transactionsthereby by Seller, 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: except for (i) any of filings required to be made under the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or HSR Act, (ii) consents or approvals of Third-Parties that are required to transfer or assign to Buyer any resolution adopted by Purchased Assets or assign the stockholders, the board benefits of directors or any committee of the board of directors of Parent or Merger Sub;
delegate performance with regard thereto as set forth in Schedule 3.3(b) (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: items (i) declare a default or exercise any remedy under any such Contract; and (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; being referred to herein as the ("Required Consents") and (iii) accelerate the maturity such consents, approvals, authorizations, orders, registrations, declarations or performance filings where failure of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would compliance could not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tollgrade Communications Inc \Pa\)
Non-Contravention; Consents. (a) Assuming compliance with that all Required Consents listed in Schedule 3.3(b) have been obtained, the applicable provisions execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller and the consummation of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws transactions contemplated hereby and the rules thereby do not and regulations of the Parent Primary Exchange, neither will not: (1) result in a breach or violation of any provision of Seller's charter or by-laws; (2) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any Person to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller is a party or by which it or its assets or properties are bound or (3) violate any Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller or any of its properties.
(b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller in connection with the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) the Collateral Agreements or for the consummation of the Merger transactions contemplated hereby or thereby other than (1) consents or approvals of Third Parties that are required to transfer or assign to Buyer any Purchased Assets or assign the benefits of or delegate performance with regard thereto, (2) those set forth in Schedule 3.3(b) (items (1) and (2) being referred to herein as the other Contemplated Transactions"Required Consents"), will and (3) such consents, approvals, orders, authorizations, registrations, declarations or would reasonably be expected to, directly or indirectly (with or without notice or lapse filings where failure of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would compliance could not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by Effect on Seller's ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactionstransaction contemplated hereby.
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Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Actthat all Required Consents (as defined in Section 3.4(b)) have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement by Parent Seller and Merger Sub, nor (2) the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of the other Contemplated TransactionsSeller’s or a Subsidiary’s charter, will by-laws or would reasonably be expected tosimilar organizational document, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation the acceleration or cancellation of any Legal Requirement or any Order to which Parent or Merger Subobligation under, or give rise to a right by any of the assets owned party to terminate or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default amend its obligations under, any provision mortgage, deed of any material Contract of Parenttrust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or give any Person other arrangement or commitment to which Seller or a Subsidiary is a party or by which it is bound and which relates to the right to: (i) declare a default µWave Business or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty the Purchased Assets or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance violate any applicable Law of any such Contract; Governmental Body having jurisdiction over Seller, a Subsidiary, the µWave Business or (iv) cancelthe Purchased Assets, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentenceobligations or rights that, as would individually or in the aggregate, have not have had and would not reasonably be expected to have or result in a Parent Seller Material Adverse Effect. Except: .
(Ab) as may No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller or a Subsidiary in connection with the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller or a Subsidiary will be a party or for the consummation of the transactions contemplated hereby or thereby by Seller or a Subsidiary, except for (i) any filings required by the Securities Act, the Exchange Act, the DGCL, to be made under the HSR ActAct and any applicable filings required under foreign antitrust Laws, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (Bii) consents or approvals of Governmental Bodies or other Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the benefits of or delegate performance with regard thereto in any material respect, which are set forth in Schedule 3.4(b) (items (i) and (ii) being referred to herein as would the “Required Consents”) and (iii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have or result in a Parent Seller Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. Assuming compliance Neither the execution or delivery of this Agreement or the Ancillary Agreements to which the Company is a party nor the consummation of the transactions contemplated hereby or thereby (a) will conflict with or result in a breach, or violation of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration, under any of the applicable terms, conditions or provisions of (i) any of the Securities ActCompany Charter Documents or the organizational documents of any of its Subsidiaries or (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement, document, instrument, Law, Order, certificate or other obligation to which the Exchange ActCompany or any of its Subsidiaries is a party or to which either the Company or any such Subsidiary is subject or to which any of its properties or assets may be bound, (b) will result in the DGCLcreation of any material Lien on any properties or assets of the Company or any of its Subsidiaries or (c) except as disclosed in Schedule 3.5, state securities will require the Company or "blue sky" lawsany of its Subsidiaries to obtain the consent of any Person other than a Governmental Authority not already obtained except, in the HSR Actcase of clause (c), for such consents the absence of which would not reasonably be expected to result in a liability that is material to the Company and its Subsidiaries, taken as a whole. Except as expressly contemplated by this Agreement or any Ancillary Agreement or as would not reasonably be expected to result in a liability that is material to the Company and its Subsidiaries, taken as a whole, no consent, action, approval or authorization of, or registration, declaration or filing with, any foreign Antitrust Laws and the rules and regulations of the Parent Primary ExchangeGovernmental Authority or any other Person is required to authorize, neither (1) or is otherwise required in connection with, the execution and delivery of this Agreement or any Ancillary Agreement by Parent and Merger Sub, nor (2) the consummation Company or the performance by the Company of the Merger terms hereof or any of thereof or the other Contemplated Transactions, will validity 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) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" enforceability of this sentenceAgreement or such Ancillary Agreement, as would not have except for such filings and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) approvals, if any, as may be required by the Securities Act, the Exchange Act, the DGCL, under the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) DGCL or as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactionsset forth on Schedule 3.5.
Appears in 1 contract
Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer and Merger Sub, nor (2) any Buyer Designee and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer’s or any of the other Contemplated TransactionsBuyer Designee’s charter or by-laws or similar organizational document, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of the provisions of the certificate of incorporation trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or bylaws of Parent other arrangement or Merger Sub; commitment to which Buyer or any Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholdersapplicable Law, the board order, judgment, injunction, decree, rule or regulation of directors any court or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement Governmental Body having jurisdiction over Buyer or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through ", any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements.
(c)" b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, as would except for (i) any filings required to be made under the HSR Act, the German Act Against Restraints of Competition, and any applicable filings required under other antitrust Laws, and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have a material adverse effect on Buyer’s business taken as a whole or result in a Parent Material Adverse Effect. Except: (A) as may be required by Buyer’s or any Buyer Designee’s ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lsi Corp)
Non-Contravention; Consents. (a) Assuming compliance with that all Required Consents have been obtained, the applicable provisions execution, delivery and performance of this Agreement and the Collateral Agreements by Seller and Agere Guardian and the consummation of the Securities Act, the Exchange Act, the DGCL, state securities transactions contemplated hereby and thereby do not and will not: (i) result in a breach or "blue sky" violation of any provision of Seller's or Agere Guardian's certificate of incorporation or by-laws, (ii) violate in any material respect or result in a material breach of or constitute an occurrence of a material default under any provision of, result in the HSR Actacceleration or cancellation of any material obligation under, or give rise to a right by any party to terminate or amend in any material respect any material obligation under, any foreign Antitrust Laws mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller or Agere Guardian is a party or by which it is bound and which relates to the rules and regulations FPGA/FPSC Business or the Purchased Assets or result in the creation of any material Encumbrance (other than a Permitted Encumbrance) upon any of the Parent Primary ExchangePurchased Assets other than as a result of this Agreement or the Collateral Agreements, neither or (1iii) violate in any material respect any material Law of any Governmental Body having jurisdiction over Seller or Agere Guardian or the Purchased Assets.
(b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller or Agere Guardian in connection with the execution and delivery of this Agreement by Parent or the Collateral Agreements to which Seller or Agere Guardian will be a party or for the sale of the Purchased Assets and Merger Sub, nor (2) the consummation of the Merger transactions contemplated hereby or any of the other Contemplated Transactionsthereby by Seller or Agere Guardian, 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: except for (i) any of filings, consents, approvals or clearances required under the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or HSR Act and any reasonably applicable foreign antitrust Laws, (ii) consents or approvals of third parties that are required to transfer or assign to Buyer any resolution adopted by Purchased Assets or assign the stockholdersbenefits of or delegate performance with regard thereto or for Seller or Agere Guardian to perform their respective obligations under this Agreement or the Collateral Agreements, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(biii) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
those identified on Schedule 3.4(b) (c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: items (i) declare a default or exercise any remedy under any such Contract; ), (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; and (iii) accelerate being referred to herein as the maturity or performance of any such Contract; or "Required Consents"), and (iv) cancelsuch consents, terminate approvals, orders, authorizations, registrations, declarations or modify any rightfilings the failure of which to be obtained or made, benefit, obligation individually or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentenceaggregate, as would have not have had and would could not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: .
(Ac) as may The representations and warranties set forth in this Section 3.4 shall be required by interpreted without giving effect to the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations provisions of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsSection 2.7.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lattice Semiconductor Corp)
Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws the Exchange Act and the rules and regulations listing requirements of the Parent Primary ExchangeNASDAQ, neither (1) the execution execution, delivery and delivery performance of this Agreement by Parent the Company and Merger Sub, nor (2) the consummation by the Company of the Merger transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Contemplated Transactions, will or would reasonably be expected to, directly or indirectly Acquired Corporations; (ii) with or without notice or lapse of time):
(a) contravenetime or both, conflict with or result in a breach or violation of: , a termination (ior right of termination) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision change in or acceleration or creation of any material Contract obligations or the creation of Parentany Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or change or loss of rights pursuant to, any Contract, in each case that would be binding upon any Acquired Corporation or give to which any Person the right to: of its properties are subject; or (iii) result in a breach or violation of any Law or Order applicable to any Acquired Corporation, except in each case in clauses (i) declare a default or exercise any remedy under any such Contract; ), (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; and (iii) accelerate the maturity ), as, individually or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentenceaggregate, as would has not have had and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: .
(b) No consent, waiver, approval, license, permit, order or other authorization of, or registration, declaration or filing with, any Governmental Body, is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Offer, the Merger and the other transactions contemplated herein, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Schedule 14D‑9 and (B) such reports under Section 13 of the Exchange Act as may be required by the Securities Actin connection with this Agreement, the Exchange ActOffer, the DGCLMerger and the other transactions contemplated herein, (iii) the HSR Act, any foreign Antitrust Law filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iv) such filings as may be required under the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person NASDAQ in connection with: (1) the execution, delivery or performance of with this Agreement; or (2) , the consummation of Offer, the Merger or any of and the other Contemplated Transactionstransactions contemplated herein.
Appears in 1 contract
Non-Contravention; Consents. a) Assuming compliance with the applicable provisions of the Securities Actthat all Required Consents have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement by Parent Seller and Merger Sub, nor (2) the Collateral Agreements by Seller and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of the other Contemplated TransactionsSeller’s organizational document(s), will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation the acceleration or cancellation of any Legal Requirement or any Order to which Parent or Merger Subobligation under, or give rise to a right by any of the assets owned party to terminate or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default amend its obligations under, any provision mortgage, deed of any material Contract of Parenttrust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or give any Person other arrangement or commitment to which Seller is a party or by which it is bound and which relates to the right to: (i) declare a default Seller Business or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty the Purchased Assets or change in delivery schedule under any such Contract; (iii) accelerate the maturity violate any applicable Law, order, judgment, decree, rule or performance regulation of any such Contract; court or (iv) cancelany Governmental Body having jurisdiction over Seller, terminate the Seller Business or modify any rightthe Purchased Assets, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentenceobligations or rights that, as would individually or in the aggregate, are not have and would could not reasonably be expected to have be material to the Seller Business, taken as a whole.
b) No consent, approval, order or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Actauthorization of, the Exchange Actor registration, the DGCL, the HSR Actdeclaration or filing with, any foreign Antitrust Law Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the rules and regulations Collateral Agreements to which Seller will be a party or for the consummation of the Parent Primary Exchange; transactions contemplated hereby or thereby by Seller, except for (i) consents or approvals of Governmental Bodies or other Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the benefits of or delegate performance with regard thereto in any material respect, which are set forth in Schedule 3.4(b) (the “Required Consents”) and (Bii) as would such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, are not have and would could not reasonably be expected to have or result in be material to the Seller Business, taken as a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactionswhole.
Appears in 1 contract
Non-Contravention; Consents. (a) Assuming compliance with that all Required Consents listed in SCHEDULE 3.3(b) have been obtained, the applicable provisions execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller and the consummation of the Securities Acttransactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Seller's charter or by-laws (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the Exchange Actacceleration or cancellation of any obligation under, the DGCL, state securities or "blue sky" laws, the HSR Actgive rise to a right by any party to terminate or amend its obligations under, any foreign Antitrust Laws mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, license agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller is a party or by which it is bound and which relates to the rules Business or the Purchased Assets, which violation, breach or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (iii) violate any order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller or the Purchased Assets, and regulations of which violation, individually or in the Parent Primary Exchangeaggregate, neither could reasonably be expected to have a Material Adverse Effect.
(1b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller in connection with the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) the Collateral Agreements to which Seller will be a party or for the consummation of the Merger transactions contemplated hereby or any of the other Contemplated Transactionsthereby by Seller, 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: except for (i) any of filings required to be made under the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or HSR Act and any applicable filings required under foreign antitrust Laws, (ii) consents or approvals of Third Parties that are required to transfer or assign to Buyer any resolution adopted by Purchased Assets which are material to the stockholdersBusiness or assign the benefits of or delegate performance with regard thereto as identified on SCHEDULE 2.1(f) and SCHEDULE 3.9, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(biii) contravene, conflict with or result those set forth in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
SCHEDULE 3.3(b) (c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: items (i) declare a default or exercise any remedy under any such Contract; ), (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; and (iii) accelerate being referred LUCENT TECHNOLOGIES/CELESTICA to herein as the maturity or performance of any such Contract; or "REQUIRED CONSENTS"), and (iv) cancelsuch consents, terminate approvals, orders, authorizations, registrations, declarations or modify any rightfilings where failure of compliance, benefit, obligation individually or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentenceaggregate, as would not have and would could not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Actthat all Required Consents have been made, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement by Parent Seller and Merger Sub, nor (2) the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the other Contemplated Transactionsapplicable Subsidiary’s charter, will by-laws or would reasonably be expected tosimilar organizational document, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation the acceleration or cancellation of any Legal Requirement or any Order to which Parent or Merger Subobligation under, or give rise to a right by any of the assets owned party to terminate or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default amend its obligations under, any provision mortgage, deed of any material Contract of Parenttrust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Optoelectronics Business or the Purchased Assets, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity violate any order, judgment, decree, rule or performance regulation of any such Contract; court or (iv) cancelany Governmental Body having jurisdiction over Seller, terminate a Subsidiary, the Optoelectronics Business or modify any rightthe Purchased Assets, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentenceobligations or rights that, as would individually or in the aggregate, have not have had and would could not reasonably be expected to have or result in a Parent Seller Material Adverse Effect. Except: .
(Ab) as may No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller or a Subsidiary in connection with the execution, delivery and performance of this Agreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby by Seller or a Subsidiary, except for (i) any filings required by the Securities Act, the Exchange Act, the DGCL, to be made under the HSR ActAct and any applicable filings required under foreign antitrust Laws, (ii) consents or approvals of Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any foreign Antitrust Law and Purchased Assets or assign the rules and regulations benefits of the Parent Primary Exchange; or delegate performance with regard thereto in any material respect, which are set forth in Schedule 3.4(b) (items (i) and (Bii) being referred to herein as would the “Required Consents”) and (iii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have or result in a Parent Seller Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Triquint Semiconductor Inc)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither Neither
(1) the execution and execution, delivery or performance of this Agreement or any of the other Contracts to be executed, delivered and entered into by Parent and Merger Subin connection with the Contemplated Transactions, nor (2) the consummation of 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: of (i) any of the provisions of the certificate articles of incorporation or bylaws of Parent or Merger Sub; Parent, or (ii) any resolution adopted by the stockholdersshareholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;after December 31, 2002; or
(b) 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 Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Parent or Merger SubParent, or any of the material assets owned or used by Parent or Merger SubParent, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: except (i) declare a default or exercise any remedy under any such Contract; the HSR Act and other applicable Antitrust Laws (as defined in Section 6.1), and (ii) a rebatefor conflicts or violations which would not, chargeback, penalty individually or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentenceaggregate, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effectmaterial adverse effect on Parent’s ability to consummate the Merger. Except: (A) Except as may be required by the Securities Act, the Exchange Act, the DGCL, DGCL or by the HSR ActAct or other applicable Antitrust Laws, any foreign Antitrust Law and except for (i) filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of promulgated thereunder, (ii) filings required by the Parent Primary Exchange; Nasdaq Stock Market with respect to the Merger and the Contemplated Transactions, and (Biii) as would not have filings that otherwise may be required in order for Parent to comply with applicable federal and would not reasonably be expected to have or result in a state securities laws, Parent Material Adverse Effect, neither Parent nor Merger Sub waswas not, is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person prior to the Effective Time in connection with: with (1A) the execution, delivery or performance of this Agreement; Agreement or any of the other Contracts to be executed, delivered and entered into by Parent in connection with the Contemplated Transactions, and (2B) the consummation of the Merger or any of the other Contemplated Transactions, except where the failure to make or obtain any such filing, notice or Consent would not reasonably be expected to have or result in a material adverse effect on Parent’s ability to consummate the Merger.
Appears in 1 contract
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (1) Neither the execution and delivery of this Agreement by Parent and Merger Subsuch Stockholder (or if applicable, such Stockholder’s spouse) nor (2) the consummation of the Merger transactions contemplated hereby nor compliance by such Stockholder (or if applicable, such Stockholder’s spouse) with any of the other Contemplated Transactionsprovisions herein will (i) if such Stockholder is not an individual, will violate, contravene 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) any breach of the provisions any provision of the certificate of incorporation or bylaws or equivalent organizational documents of Parent or Merger Sub; or such Stockholder, (ii) require any resolution adopted by consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority on the stockholderspart of such Stockholder (or if applicable, such Stockholder’s spouse), except for compliance with the applicable requirements of the Securities Act, the board of directors Exchange Act or any committee of other securities laws and the board of directors of Parent or Merger Sub;
rules and regulations promulgated thereunder, (biii) contraveneviolate, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach ofwith, or result in a breach of or default underunder any provisions of, or require any provision consent, waiver or approval under any of the terms, conditions or provisions of any material Contract to which such Stockholder (or if applicable, such Stockholder’s spouse) is a party or by which such Stockholder (or if applicable, such Stockholder’s spouse) or any of Parentsuch Stockholder’s Covered Shares may be bound, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancelresult in the creation or imposition of any Lien (other than any Lien created by the Company, terminate Parent or modify Merger Sub) on any right, benefit, obligation or other term asset of such Contract; Stockholder (or if applicable, of such Stockholder’s spouse) or (v) violate any Law applicable to such Stockholder (or if applicable, such Stockholder’s spouse) or by which any of such Stockholder’s Covered Shares are bound, except, in the case of each of clauses "(aiii)" through ", (civ) and (v)" of this sentence, as would not have and would not not, individually or in the aggregate, reasonably be expected to have prevent, impair or result in a Parent Material Adverse Effect. Except: (A) as may be required delay the consummation by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations such Stockholder of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected transactions contemplated by this Agreement or otherwise prevent, impair or delay such Stockholder’s ability to have perform his, her or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactionsits obligations hereunder.
Appears in 1 contract
Samples: Voting and Support Agreement (Gelesis Holdings, Inc.)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither Neither
(1) the execution and execution, delivery or performance of this Agreement by or any of the other Transaction Documents to which Parent and or Merger SubSub is a party, nor (2) the consummation of 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 certificate of incorporation or bylaws of Parent or Merger SubParent; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;or
(b) 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 Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Parent or Merger SubParent, or any of the material assets owned or used by Parent or Merger SubParent, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: except (i) declare a default or exercise any remedy under any such Contract; applicable antitrust laws, and (ii) a rebatefor conflicts or violations which would not, chargeback, penalty individually or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentenceaggregate, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effectmaterial adverse effect on Parent’s ability to consummate the Merger. Except: (A) Except as may be required required: (a) by the Securities ActDGCL and if applicable, the Exchange Act, CCC and (b) for filings (i) required under the DGCL, the HSR Act, any foreign Antitrust Law Securities Act and the rules and regulations promulgated thereunder, (ii) required under the Securities Exchange Act of 1934, as amended, and the Parent Primary Exchange; rules and regulations promulgated thereunder, (iii) required by the Nasdaq Stock Market with respect to the Merger and the Contemplated Transactions, and (Biv) as would not have otherwise may be required in order for Parent to comply with applicable federal and would not reasonably be expected to have or result in a state securities laws, Parent Material Adverse Effect, neither Parent nor Merger Sub waswas not, is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person prior to the Effective Time in connection with: with (1A) the execution, delivery or performance of this Agreement; Agreement or any of the Contemplated Transactions, and (2B) the consummation of the Merger or any of the other Contemplated Transactions, except where the failure to make or obtain any such filing, notice or Consent would not reasonably be expected to have or result in a material adverse effect on Parent’s ability to consummate the Merger.
Appears in 1 contract
Samples: Merger Agreement (Rovi Corp)
Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the Securities Actconsents specified in Section 4.3(b) below have been obtained, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Collateral Agreements by Parent Buyer and Merger Sub, nor (2) any Buyer Designee and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Buyer’s or any of the other Contemplated Transactions, will Buyer Designee’s charter or would reasonably be expected to, directly by-laws or indirectly similar organizational document (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) , result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of the provisions of the certificate of incorporation trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or bylaws of Parent other arrangement or Merger Sub; commitment to which Buyer or any Buyer Designee is a party or by which it or its assets or properties are bound, or (iiiii) violate any resolution adopted by the stockholdersapplicable Law, the board order, judgment, injunction, decree, rule or regulation of directors any court or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement Governmental Body having jurisdiction over Buyer or any Order to which Parent or Merger Sub, Buyer Designee or any of the assets owned or used by Parent or Merger Subtheir respective properties, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through ", any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer’s business taken as a whole or on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements.
(c)" b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this sentenceAgreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, except for (i) any filings required to be made under the HSR Act and any applicable filings required under foreign antitrust Laws, (ii) a waiver or consent from the SEC concerning obligations with respect to filing of full three year audited financial statements of the Optoelectronics Business as would a part of Buyer’s Form 8-K obligations that will permit Buyer to comply with its statutory and regulatory obligations with information available from Seller, and (iii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have a material adverse effect on Buyer’s business taken as a whole or result in a Parent Material Adverse Effect. Except: (A) as may be required by on Buyer’s or any Buyer Designee’s ability to consummate the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law transactions under this Agreement and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated TransactionsCollateral Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Triquint Semiconductor Inc)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (1) Neither the execution and delivery of this Agreement by Parent and Merger Subsuch Stockholder (or if applicable, such Stockholder’s spouse) nor (2) the consummation of the Merger transactions contemplated hereby nor compliance by such Stockholder (or if applicable, such Stockholder’s spouse) with any of the other Contemplated Transactions, provisions herein will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contraveneif such Stockholder is not an individual, violate, contravene or conflict with or result in a violation of: (i) any breach of the provisions any provision of the certificate of incorporation or bylaws or equivalent organizational documents of Parent or Merger Sub; or (ii) any resolution adopted by the stockholderssuch Stockholder, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravenerequire any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority on the part of such Stockholder (or if applicable, such Stockholder’s spouse), except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other securities laws and the rules and regulations promulgated thereunder, (c) violate, conflict with with, or result in a violation breach of or default under any provisions of, or require any consent, waiver or approval under any of the terms, conditions or provisions of any Legal Requirement or any Order Contract to which Parent such Stockholder (or Merger Subif applicable, such Stockholder’s spouse) is a party or by which such Stockholder (or if applicable, such Stockholder’s spouse) or any of such Stockholder’s Covered Shares may be bound, (d) result in the assets owned creation or used imposition of any Lien (other than any Lien created by Parent or Merger Sub) on any asset of such Stockholder (or if applicable, is subject; or
(cof such Stockholder’s spouse) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (ive) cancelviolate any Law applicable to such Stockholder (or if applicable, terminate such Stockholder’s spouse) or modify by which any right, benefit, obligation or other term of such Contract; Stockholder’s Covered Shares are bound, except, in the case of each of clauses "(a)" through "(c)" of this sentence, (d) and (e), as would not have and would not not, individually or in the aggregate, reasonably be expected to have prevent, impair or result in a Parent Material Adverse Effect. Except: (A) as may be required delay the consummation by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations such Stockholder of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected transactions contemplated by this Agreement or otherwise prevent, impair or delay such Stockholder’s ability to have perform his, her or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactionsits obligations hereunder.
Appears in 1 contract
Samples: Voting and Support Agreement (Berkshire Grey, Inc.)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (1a) the The execution and delivery of this Agreement and the Ancillary Agreements by Parent Seller does not, and Merger Subthe performance of this Agreement and the Ancillary Agreements by Seller will not (i) conflict with or violate the Charter Documents, nor (2ii) the consummation of the Merger conflict with or violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, license or injunction applicable to Seller or any of the other Contemplated TransactionsAcquired Assets, will or would reasonably be expected to(iii) result in any breach or violation of or constitute a default (or any event, directly or indirectly (which, with or without notice or lapse of time):
(a, or both would constitute a default) contraveneunder, conflict with or result in the termination of or a violation of: (i) any right of termination or cancellation under, accelerate the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach ofperformance required by, or result in a default under, any provision the creation of any material Contract Encumbrance (other than a Permitted Encumbrance) upon any of Parent, the properties or give any Person the right to: (i) declare a default or exercise any remedy assets of Seller under any Assigned Contract, except where such Contract; (ii) a rebateviolation, chargeback, penalty conflict or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and breach would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) have a Seller Material Adverse Effect or (B) otherwise adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.
(b) Except for (i) such filings under securities laws as may be required by necessary in connection with the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law offer and the rules and regulations sale of the Parent Primary Exchange; Common Stock, (ii) such filings as may be necessary as a result of any facts or circumstances relating solely to Parent or Buyer, and (Biii) as would not have the Consents and would not reasonably be expected to have filings listed on Schedule 3.03 hereto, no Consent of or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with any Governmental Entity or give with any notice to, or to obtain any Consent from, any Person third party is necessary in connection with: (1) with the execution, execution and delivery or performance by Seller of this Agreement; or (2) Agreement and the Ancillary Agreements and the consummation by Seller of the Merger or any of the other Contemplated Transactionstransactions contemplated hereby and thereby.
Appears in 1 contract
Non-Contravention; Consents. (a) Assuming compliance with that all Required Consents listed in SCHEDULE 3.4 have been obtained, the applicable provisions execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or IP-Guardian that is a party thereto and the consummation of the Securities Acttransactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Seller's or IP-Guardian's charter, by-laws or similar organizational document, (ii) violate the Exchange Actprovision of any Law applicable to Seller or IP-Guardian, (iii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the DGCLacceleration or cancellation of any obligation under, state securities or "blue sky" laws, the HSR Actgive rise to a right by any party to terminate or amend its obligations under, any foreign Antitrust Laws mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller or IP-Guardian is a party or by which any of their respective properties which relate to the Business are or may be bound, which violation, breach or default could be reasonably expected to have a Material Adverse Effect, or (iv) violate any order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, IP-Guardian or the Purchased Assets and which relates to the rules and regulations of Business or the Parent Primary ExchangePurchased Assets, neither which violation could be reasonably expected to have a Material Adverse Effect.
(1b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body or any other Person is required to be obtained by Seller or IP-Guardian in connection with the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) the Collateral Agreements to which Seller or IP-Guardian will be a party or for the consummation of the Merger transactions contemplated hereby or any of the thereby by Seller or IP-Guardian, 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: than (i) any of filings required to be made under the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or HSR Act and any applicable filings required under foreign antitrust Laws, (ii) the consents or approvals of Third Parties that are required to transfer or assign to Buyer any resolution adopted by Purchased Assets or Assumed Liabilities or assign the stockholdersbenefits of or delegate performance with regard thereto, the board of directors or any committee of the board of directors of Parent or Merger Sub;
which are set forth on SCHEDULE 3.4 (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: items (i) declare a default or exercise any remedy under any such Contract; and (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; being referred to herein as the "REQUIRED CONSENTS") and (iii) accelerate the maturity such consents, approvals, orders, authorizations, registrations, declarations or performance filings where failure of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would compliance could not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Agreement for the Purchase and Sale of Assets (SCC Communications Corp)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act(a) The execution, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement and the Ancillary Agreements by Parent Seller and Merger Sub, nor (2) the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s charter, bylaws or similar organizational document; (ii) assuming receipt of the other Contemplated Transactionsconsents set forth on Schedule 3.3(f)(i), will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with violate or result in a violation of: (i) breach of or constitute an occurrence of default under any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach provision of, or result in a default underthe acceleration or cancellation of, any provision of any material Contract of Parent, obligation under or give rise to a right by any Person the right to: (i) declare a default party to terminate or exercise any remedy amend its obligations under any such Contract; (ii) mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller is a rebate, chargeback, penalty party or change in delivery schedule under any such Contractby which it is bound and which relates to the Business or the Purchased Assets; (iii) accelerate the maturity or performance violate any applicable Law of any such ContractGovernmental Body having jurisdiction over Seller, the Business or the Purchased Assets; or (iv) cancel, terminate result in the creation of any Encumbrance (other than any Permitted Encumbrance) on the Business or modify any right, benefit, obligation or the Purchased Assets other term of such Contract; exceptthan, in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentenceobligations or rights that, as would individually or in the aggregate, are not have and would not reasonably be expected to have be material to the Business or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would do not have and would not reasonably be expected to have materially interfere with the ownership or result operation of the Purchased Assets.
(b) Except for the consents and notices set forth on Schedule 3.3(f)(i) and Schedule 3.3(f)(ii), no consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller in a Parent Material Adverse Effectconnection with Seller’s execution, neither Parent nor Merger Sub was, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is or will be required to make any filing with a party or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) for the consummation of the Merger transactions contemplated hereby or thereby, except for (i) consents or approvals of Governmental Bodies or other Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the benefits of or delegate performance with regard thereto in any material respect and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the other Contemplated Transactionsfailure of which to be obtained or made, individually or in the aggregate, have not had and could not reasonably be expected to have a Seller Material Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Perspective Therapeutics, Inc.)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange(a) Except as set forth on Schedule 4.2(a), neither (1) the execution and delivery Parent nor Buyer is a party to, subject to or bound by any note, bond, mortgage, indenture, deed of this Agreement by Parent and Merger Subtrust, nor (2) the consummation of the Merger agreement, Lien, lease, Contract or other instrument or written obligation or any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any court, administrative or regulatory body, governmental agency, arbitrator, mediator or similar body, franchise or license, which would be breached or violated or the other Contemplated Transactionsrights or the obligations thereunder accelerated, will increased, extinguished or would reasonably be expected to, directly terminated (whether or indirectly (not with or without notice or lapse of time):
(atime or both) contraveneby the execution, conflict with delivery or result in a violation of: (i) performance by them of this Agreement, the Earnout Agreement or the Escrow Agreement, except where any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and foregoing would not reasonably be expected to have materially impair Parent or result in a Parent Material Adverse Effect. Except: (A) as may be required Buyer’s ability to consummate the transactions contemplated hereby and by the Securities ActEarnout Agreement and the Escrow Agreement or to have a material adverse effect on Parent or Buyer.
(b) Except as set forth on Schedule 4.2(b), the Exchange Actno permit, the DGCLconsent, the HSR Actwaiver, approval or authorization of, or declaration to or filing or registration with, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have third Person or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, Governmental Authority is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) with the execution, delivery or performance of this Agreement; , the Earnout Agreement and the Escrow Agreement by Parent and Buyer, or the consummation by Parent and Buyer of the transactions contemplated hereby or by the Earnout Agreement or the Escrow Agreement, except for such permit, consent, waiver, approval or authorization of, or declaration to or filing or registration, the failure of which to make or obtain would not reasonably be expected to materially impair Parent or Buyer’s ability to consummate the transactions contemplated hereby and by the Earnout Agreement and the Escrow Agreement or to have a material adverse effect on Parent or Buyer.
(2c) Except as set forth on Schedule 4.2(c), the execution of this Agreement and the consummation of the Merger transactions contemplated hereby will not result in the creation of any Liens against Parent or Buyer or any of the other Contemplated Transactionsproperties or assets of Parent or Buyer, except for such Liens that would not reasonably be expect to materially impair Parent or Buyer’s ability to consummate the transactions contemplated hereby and by the Earnout Agreement and the Escrow Agreement or to have a material adverse effect on Parent or Buyer.
(d) None of the execution and delivery of this Agreement, the Earnout Agreement or the Escrow Agreement by Parent or Buyer, the performance by Parent or Buyer of their respective obligations hereunder or under the Earnout Agreement and the Escrow Agreement, nor the consummation of the transactions contemplated hereby or thereby will violate or result in any breach of any provision of the organizational documents of Parent or Buyer.
Appears in 1 contract
Non-Contravention; Consents. (a) Assuming compliance with that all Required Consents have been made, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of Seller's or the applicable provisions Subsidiary's charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the Securities Actacceleration or cancellation of any obligation under, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Actgive rise to a right by any party to terminate or amend its obligations under, any foreign Antitrust Laws mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the rules Business or the LUCENT TECHNOLOGIES PROPRIETARY USE PURSUANT TO COMPANY INSTRUCTIONS Purchased Assets, which violation, breach or default could be reasonably expected to have a Material Adverse Effect, or (iii) violate any order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary or the Purchased Assets, and regulations of the Parent Primary Exchangewhich violation could be reasonably expected to have a Material Adverse Effect.
(b) No consent, neither (1) approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller or a Subsidiary in connection with the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) the Collateral Agreements to which Seller or such Subsidiary will be a party or for the consummation of the Merger transactions contemplated hereby or any of the other Contemplated Transactionsthereby by Seller or such Subsidiary, 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: except for (i) any of filings required to be made under the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or HSR Act and any applicable filings required under foreign antitrust Laws, (ii) consents or approvals of Third Parties that are required to transfer or assign to Buyer any resolution adopted by Purchased Assets or assign the stockholdersbenefits of or delegate performance with regard thereto, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(biii) contravene, conflict with or result those set forth in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
SCHEDULE 3.4(b) (c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: items (i) declare a default or exercise any remedy under any such Contract; ), (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; and (iii) accelerate being referred to herein as the maturity or performance of any such Contract; or "REQUIRED CONSENTS"), and (iv) cancelsuch consents, terminate approvals, orders, authorizations, registrations, declarations or modify any right, benefit, obligation or other term filings where failure of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would compliance could not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Agreement for the Purchase and Sale of Assets (Tyco International LTD /Ber/)
Non-Contravention; Consents. (a) Assuming compliance with that all Seller Required Consents have been obtained, the applicable provisions execution, delivery and performance of this Agreement by each Seller and the Seller Documents by such Seller and the consummation of the Securities Acttransactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of such Seller's charter, the Exchange Act, the DGCL, state securities or "blue sky" by-laws, partnership agreement, limited liability operating agreement or similar organizational documents, (ii) violate or result in a breach under any provision of any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which such Seller is a party or by which such Seller or any of its assets are bound or (iii) violate any applicable Law or Order or Permit by which such Seller or its assets are bound other than, in the HSR Actcase of clauses (ii) and (iii), any foreign Antitrust Laws and such violation, breach, defaults, acceleration or cancellation of obligations or rights that, individually or in the rules and regulations of aggregate, has not had or would not reasonably be expected to have a material adverse effect on the Parent Primary ExchangeSeller.
(b) No consent, neither (1) approval, order or authorization of, or registration, declaration or filing with, or notice to any Person is required to be obtained, made or taken by the Sellers, Companies or Subsidiaries in connection with the execution and delivery of this Agreement or the Seller Documents by Parent and Merger Sub, nor (2) any Seller or for the consummation of the Merger transactions contemplated hereby or thereby by any of the other Contemplated TransactionsSeller, 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: except for (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or filings required to be made under any Antitrust Laws and (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
items set forth in Schedule 3.3(b) (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: items (i) declare a default or exercise any remedy under any such Contract; and (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate being referred to herein as the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(aSeller Required Consents")" through "(c)" of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Comverse Technology Inc/Ny/)
Non-Contravention; Consents. Assuming compliance The execution and delivery of this Agreement by Parent and Acquisition Sub, and the consummation of the transactions contemplated by this Agreement, will not (a) conflict with or cause a violation of any of the applicable provisions of the Securities ActOrganizational Documents of Parent or Acquisition Sub; (b) conflict with or cause a violation by Parent or Acquisition Sub of any Legal Requirement applicable to Parent or Acquisition Sub, except, with respect to this clause (b), for conflicts or violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s or Acquisition Sub’s ability to perform any of its obligations under, or to consummate any of the transactions contemplated by, this Agreement; or (c) cause a default on the part of Parent or Acquisition Sub under any material contract to which Parent or Acquisition Sub is a party, except, with respect to this clause (c), for defaults that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s or Acquisition Sub’s ability to perform any of its obligations under, or to consummate any of the transactions contemplated by, this Agreement. Except as may be required by the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Act or other applicable Antitrust Laws and the rules and regulations of the Parent Primary ExchangeLaws, neither (1) Parent or Acquisition Sub nor any of Parent’s other Affiliates is required to make any filing with or to obtain any consent from any Person at or prior to the Effective Time in connection with the execution and delivery of this Agreement by Parent and Merger Sub, nor (2) or Acquisition Sub or the consummation by Parent or Acquisition Sub of the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, 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) any of except where the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order failure to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under make any such Contract; (ii) a rebate, chargeback, penalty filing or change in delivery schedule under obtain any such Contract; (iii) accelerate the maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and consent would not reasonably be expected to have have, individually or result in the aggregate, a Parent Material Adverse Effect. Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, material adverse effect on Parent’s or Acquisition Sub’s ability to perform any foreign Antitrust Law and the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice toits obligations under, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or consummate any of the other Contemplated Transactionstransactions contemplated by, this Agreement,. No vote of Parent’s stockholder is necessary to adopt this Agreement or to approve any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Rosetta Stone Inc)
Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (1) Neither the execution and delivery of this Agreement by Parent and Merger Subsuch Stockholder (or if applicable, such Stockholder’s spouse) nor (2) the consummation of the Merger transactions contemplated hereby nor compliance by such Stockholder (or if applicable, such Stockholder’s spouse) with any of the other Contemplated Transactions, provisions herein will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):
(a) contraveneif such Stockholder is not an individual, violate, contravene or conflict with or result in a violation of: (i) any breach of the provisions any provision of the certificate of incorporation or bylaws or equivalent organizational documents of Parent or Merger Sub; or (ii) any resolution adopted by the stockholderssuch Stockholder, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravenerequire any consent, conflict approval, authorization or permit of, or filing with or result in a violation notification to, any Governmental Entity on the part of any Legal Requirement such Stockholder (or if applicable, such Stockholder’s spouse), except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any Order to which Parent or Merger Subother securities laws and the rules and regulations promulgated thereunder, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contraveneviolate, conflict with or result in a violation or breach ofwith, or result in a breach of or default underunder any provisions of, or require any consent, waiver or approval under any of the terms, conditions or provisions of, any provision Contract to which such Stockholder (or if applicable, such Stockholder’s spouse) is a party or by which such Stockholder (or if applicable, such Stockholder’s spouse) or any of such Stockholder’s Covered Shares may be bound, (d) result in the creation or imposition of any material Contract Lien (other than any Permitted Liens or Lien created by Parent) on any of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any such Contract; Stockholder’s Covered Shares or (ive) cancelviolate any Law applicable to such Stockholder (or if applicable, terminate such Stockholder’s spouse) or modify by which any right, benefit, obligation or other term of such Contract; Stockholder’s Covered Shares are bound, except, in the case of each of clauses "(a)" through "(c)" of this sentence, (d) and (e), as would not have and would not not, individually or in the aggregate, reasonably be expected to have prevent, impair or result in a Parent Material Adverse Effect. Except: (A) as may be required delay the consummation by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations such Stockholder of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected transactions contemplated by this Agreement or otherwise prevent, impair or delay such Stockholder’s ability to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactionsperform such Stockholder’s obligations hereunder.
Appears in 1 contract
Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws the Exchange Act and the rules and regulations listing requirements of the Parent Primary ExchangeNASDAQ, neither (1) the execution execution, delivery and delivery performance of this Agreement by Parent the Company and Merger Sub, nor (2) the consummation by the Company of the Merger transactions contemplated by this Agreement will not: (i) result in a breach or violation of, or default under, any of the provisions of the Company Charter Documents or the comparable governing instruments of any of the other Contemplated Transactions, will or would reasonably be expected to, directly or indirectly Acquired Corporations; (ii) with or without notice or lapse of time):
(a) contravenetime or both, conflict with or result in a breach or violation of: , a termination (ior right of termination) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision change in or acceleration or creation of any material Contract obligations or the creation of Parentany Encumbrance (other than Permitted Encumbrances) on any assets of any Acquired Corporation or change or loss of rights pursuant to, any Contract, in each case that would be binding upon any Acquired Corporation or give to which any Person the right to: of its properties are subject; or (iii) result in a breach or violation of any Law or Order applicable to any Acquired Corporation, except in each case in clauses (i) declare a default or exercise any remedy under any such Contract; ), (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; and (iii) accelerate the maturity ), as, individually or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentenceaggregate, as would has not have had and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: .
(b) No consent, waiver, approval, license, permit, order or other authorization of, or registration, declaration or filing with, any Governmental Body, is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Offer, the Merger and the other transactions contemplated herein, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Schedule 14D-9 and (B) such reports under Section 13 of the Exchange Act as may be required by the Securities Actin connection with this Agreement, the Exchange ActOffer, the DGCLMerger and the other transactions contemplated herein, (iii) the HSR Act, any foreign Antitrust Law filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iv) such filings as may be required under the rules and regulations of the Parent Primary Exchange; and (B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person NASDAQ in connection with: (1) the execution, delivery or performance of with this Agreement; or (2) , the consummation of Offer, the Merger or any of and the other Contemplated Transactionstransactions contemplated herein.
Appears in 1 contract
Samples: Merger Agreement (Borderfree, Inc.)
Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Actthat all Required Consents have been made, the Exchange Actexecution, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws delivery and the rules and regulations of the Parent Primary Exchange, neither (1) the execution and delivery performance of this Agreement by Parent Seller and Merger Sub, nor (2) the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the Merger transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, Agere Systems Proprietary any provision of Seller's or the other Contemplated Transactionsapplicable Subsidiary's charter, will by-laws or would reasonably be expected tosimilar organizational document, directly or indirectly (with or without notice or lapse of time):
(aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub;
(b) contravene, conflict with or result in a violation the acceleration or cancellation of any Legal Requirement or any Order to which Parent or Merger Subobligation under, or give rise to a right by any of the assets owned party to terminate or used by Parent or Merger Sub, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default amend its obligations under, any provision mortgage, deed of any material Contract of Parenttrust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Optoelectronics Business or the Purchased Assets, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity violate any order, judgment, decree, rule or performance regulation of any such Contract; court or (iv) cancelany Governmental Body having jurisdiction over Seller, terminate a Subsidiary, the Optoelectronics Business or modify any rightthe Purchased Assets, benefit, obligation or other term of such Contract; except, than in the case of clauses "(aii) and (iii)" through "(c)" , any such violations, breaches, defaults, accelerations or cancellations of this sentenceobligations or rights that, as would individually or in the aggregate, have not have had and would could not reasonably be expected to have or result in a Parent Seller Material Adverse Effect. Except: .
(Ab) as may No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller or a Subsidiary in connection with the execution, delivery and performance of this Agreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby by Seller or a Subsidiary, except for (i) any filings required by the Securities Act, the Exchange Act, the DGCL, to be made under the HSR ActAct and any applicable filings required under foreign antitrust Laws, (ii) consents or approvals of Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any foreign Antitrust Law and Purchased Assets or assign the rules and regulations benefits of the Parent Primary Exchange; or delegate performance with regard thereto in any material respect, which are set forth in Schedule 3.4(b) (items (i) and (Bii) being referred to herein as would the "Required Consents") and (iii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not have had and would could not reasonably be expected to have or result in a Parent Seller Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the execution, delivery or performance of this Agreement; or (2) the consummation of the Merger or any of the other Contemplated Transactions.
Appears in 1 contract