Non-Contravention; Governmental Consents. (a) The execution, delivery, and performance of this Agreement by the Purchaser and Merger Sub and the consummation by the Purchaser and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Organizational Documents of the Purchaser or Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (v) of Section 5.3(b) have been obtained or made, and in the case of the consummation of the Merger, obtaining the Requisite Purchaser Consent, conflict with or violate any Law applicable to the Purchaser or Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the Purchaser’s or Merger Sub’s loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which the Purchaser or Merger Sub is a party or otherwise bound as of the date hereof; (iv) assuming compliance with the matters referred to in Section 5.3(b), contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Purchaser or any of its Subsidiaries; or (v) result in the creation of an Encumbrance (other than Permitted Encumbrances) on any of the properties, rights or assets of the Purchaser or Merger Sub, except, in the case of each of clauses (ii), (iii), (iv) and (v), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Encumbrances that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser.
Non-Contravention; Governmental Consents. (a) The execution, delivery or performance by Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Merger) and the compliance by Parent and Merger Sub with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation, bylaws or other equivalent constituent documents (as applicable) of Parent or Merger Sub, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 3.3(b), violate or conflict with any Law or Order applicable to Parent or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Parent.
Non-Contravention; Governmental Consents. (a) Neither the execution, delivery or performance of this Agreement by Nikola or Purchaser, nor the consummation of the Offer, the Merger or any of the transactions contemplated hereby (including execution, delivery or performance of the Secured Debt Agreements (including the incurrence of the Secured Loan)), will: (i) violate or conflict with any provision of the respective certificates of incorporation or the bylaws of Nikola or Purchaser; or (ii) assuming the Consents and Filings referred to Section 4.3(b) are made and obtained, constitute a violation of, or be in conflict in any material respect with, any statute, judgment, decree, order, regulation or rule of any court or Governmental Authority applicable to Nikola or Purchaser, except, in the case of clause (ii), as would not reasonably be expected to have, individually or in the aggregate, a Nikola Material Adverse Effect.
Non-Contravention; Governmental Consents. Neither the execution, delivery and performance of this Agreement or the Stockholders Agreement by Holdings, nor the consummation by Holdings of the transactions contemplated by this Agreement, will (with or without the passage of time or giving of notice or both) (i) conflict with or violate Holdings’ Governing Documents, (ii) violate any material laws applicable to Holdings or the Shares, (iv) result in the creation of any encumbrance upon any of the Shares (other than Permitted Securities Encumbrances), or (v) require Holdings to obtain any consent, waiver, approval, ratification, permit, license, governmental authorization or other authorization of, give any notice to, or make any filing or registration with, any governmental authority or other Person (other than as required by the Governing Documents).
Non-Contravention; Governmental Consents. (a) Neither the execution, delivery or performance of this Agreement by Invitae or Merger Sub, nor the consummation of the Merger or any of the Contemplated Transactions, will: (i) violate or conflict with any provision of the respective certificates of incorporation or the bylaws of Invitae or Merger Sub; or (ii) to the Knowledge of Invitae, constitute a material violation of, or be in conflict in any material respect with, any statute, judgment, decree, order, regulation or rule of any court or Governmental Authority applicable to Invitae or Merger Sub.
Non-Contravention; Governmental Consents. (a) Neither the execution, delivery or performance by any Company Member of this Agreement or any Ancillary Agreement to which any Company Member is a party, nor the consummation of the Transaction, will, with or without the giving of notice or the lapse of time or both (i) contravene, conflict with, or result in a material violation of any Law or Order binding upon or applicable to the Company Members or by which any property or asset of a Company Member is bound or affected, (ii) materially violate any provision of the Organizational Documents of the Company Members, or (iii) (A) except as set forth on Section 3.5(a)(iii) of the Disclosure Schedule, require any material consent or material approval under, (B) result in any material breach of or any loss of any benefit under, (C) constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, or (D) give to others any right of termination, vesting, amendment, acceleration or cancellation of, any right or obligation under any Material Contract, Real Property Lease or material Company Permit, or (iv) result in the creation of any material Lien (other than any Permitted Lien) upon any properties, assets or rights of any Company Member. (b) Except for (i) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or any other Filing made pursuant to any other Antitrust Law and (ii) Governmental Entity Approvals the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of the Company Members to consummate the Transaction, there are no Governmental Entity Approvals required in connection with Company’s execution and delivery of this Agreement or any Ancillary Agreement to which any Company Member is a party, the performance by any Company Member of its respective obligations hereunder or thereunder and the consummation of the Transaction.
Non-Contravention; Governmental Consents. The execution, performance and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Seller will not cause a: (a) violation of any of the provisions of the constitution or organizational documents of Seller or the Acquired Company; (b) violation by Seller or the Acquired Company of any Law applicable to Seller and the Acquired Company; or (c) default (or an event that, with or without notice or lapse of time or both would constitute a default) on the part of the Acquired Company under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Acquired Company (other than a Permitted Encumbrance) pursuant to, any Material Contract, except with respect to clauses (b) and (c) only, for violations and defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or would not reasonably be expected to prevent or materially impair or materially delay the ability of Seller to consummate the transactions contemplated hereby. Except as may be required by any Antitrust Laws or governmental regulation, neither Seller nor the Acquired Company is required to obtain any consent, approval or waiver from any Governmental Body in connection with the execution and delivery of this Agreement or the consummation of the Sale and the other transactions contemplated hereby.
Non-Contravention; Governmental Consents. (a) The execution, delivery and performance by each of Parent or Merger Sub of this Agreement does not and will not violate, conflict with or result in the breach of any provision of the Organizational Documents of Parent or Merger Sub.
Non-Contravention; Governmental Consents. (a) Neither the execution, delivery or performance of this Agreement by Buyxx, xor the consummation of the Contemplated Transactions will: (i) violate or conflict with any provision of the organizational documents of Buyer; or (ii) assuming the Consents and Filings referred to Section 4.2(b) are made and obtained, constitute a violation of, or be in conflict in any material respect with, any statute, judgment, decree, order, regulation or rule of any court or Governmental Body applicable to Buyer, except in the case of clause (ii), as would not reasonably be expected to individually or in the aggregate materially impair the ability of Buyer to consummate, or prevent or materially delay, the Contemplated Transactions.
Non-Contravention; Governmental Consents
