Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 the Company 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, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the Merger.
Appears in 4 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Emc Corp), Merger Agreement (Data Domain, Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Purchaser of this Agreement, the consummation by Parent and Purchaser of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company Parent and Purchaser with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or incorporation, bylaws of the Company or other equivalent charter constituent documents (as applicable) of any of the Company’s SubsidiariesParent or Purchaser, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract 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 are bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 5.3(b), violate or conflict with any Law or Order applicable to the Company 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 the Company 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, individually or in the aggregate, have be material to Parent and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any consent of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company Parent, Purchaser or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent or Purchaser of this Agreement and the consummation by the Company Parent or Purchaser of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of the NYSE and Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws laws, and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or and the Company to consummate the Offer or the Merger.
Appears in 4 contracts
Samples: Merger Agreement (Data Domain, Inc.), Merger Agreement (Emc Corp), Merger Agreement (Emc Corp)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, transactions contemplated hereby (including the consummation by Offer and the Company of the Merger Merger) and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the articles of association or memorandum of association of Parent or the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s SubsidiariesMerger Sub or, (ii) subject assuming compliance with the matters referred to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval5.3(b), violate or conflict with any Law or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub 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 the Company or any of its Subsidiariesbound, except, except in the case of each of clauses clause (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which that would not, individually or in the aggregate, have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Authorities to satisfy the Law of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign antitrust, competition or merger control laws Antitrust Laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Transcend Services Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or Assets may be bound, (iii) subject to obtaining assuming, in the case of the consummation of the Merger, the receipt of the Requisite Merger ApprovalStockholder Approval and assuming compliance with the matters referred to in Section 3.5(b), violate or conflict with any Order or Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets Assets are bound or (iv) result in the creation of any Lien Lien, other than Permitted Liens, upon any of the properties or assets Assets of the Company or any of its Subsidiaries, except, other than any such event described in the case of each of clauses items (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would notthat, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect.
(b) No material consent, approval, Order order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act or by the rules and regulations of Nasdaq and (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerLaws.
Appears in 3 contracts
Samples: Merger Agreement (Conexant Systems Inc), Merger Agreement (Standard Microsystems Corp), Agreement and Plan of Merger (Conexant Systems Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws Charter Documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, ; (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure ScheduleLetter, violate, conflict with, or result in the breach of or constitute a default (or an event which that with notice or the lapse of time or both provision of notice, 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 termination, revocation or acceleration under, or result in the loss of any Material Contractbenefit or the imposition of any additional payment or other Liability under, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 (other than Permitted Liens), upon any of the properties or assets of the Company or any of its SubsidiariesSubsidiaries pursuant to, exceptany Contract to which the Company or its Subsidiaries are a party or by which any of them or their respective properties or assets may be bound or affected; or (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Shareholder Approval, violate or conflict with any Applicable Law or Order, except in the case of each of clauses (ii), ) through (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations revocations, accelerations, Liabilities or Liens which would notwhich, individually or in the aggregate, have would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole.
(b) No Except as set forth on Section 3.5(b) of the Company Disclosure Letter, no consent, approval, Order Order, authorization or authorization permit of, or filing or registration with, or notification to (any each of the foregoing being foregoing, a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, the OCS Notice; (ii) the filing of the Securities Act, Merger Proposal with the Exchange Act, state securities laws, Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar; (iii) the filings and other Consents as may be required under the rules and regulations of the Nasdaq, the TASE and any other applicable stock exchanges; (iiiv) the filing application for and recordation receipt of the Certificate of Merger ISA Exemption; (v) such filings and approvals as may be required by any federal or state securities Laws, including compliance with the Secretary of State any applicable requirements of the State of DelawareSecurities Act and Exchange Act; (vi) the filings and approvals as may be required by any applicable Antitrust Laws, (iii) including compliance with any applicable requirements of the HSR Act and any other applicable foreign antitrust, competition or merger control laws Antitrust Laws; and (ivvii) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have a be material adverse effect on the ability of Parent or to the Company to consummate the Offer or the Mergerand its Subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Merger Agreement (Comtech Telecommunications Corp /De/), Merger Agreement (Gilat Satellite Networks LTD), Merger Agreement (Gilat Satellite Networks LTD)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii4.5(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination termination, cancellation or suspension or acceleration under, any Material ContractContract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Law or Order applicable to the Company 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 (tangible or intangible) of the Company or any of its Subsidiaries, except, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which that would not, individually or in the aggregate, aggregate have a Company Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Authorities to satisfy the Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings, reports and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act and the Securities Act, (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign antitrustAntitrust Laws, competition or merger control laws and (iv) such filings required by the Nasdaq Rules or (v) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to (x) have a material adverse effect on Company Material Adverse Effect, or (y) prevent or materially delay the ability consummation by the Company of Parent the transactions contemplated by this Agreement (including the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company to consummate the Offer of its covenants or the Mergerobligations hereunder.
Appears in 3 contracts
Samples: Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Transcend Services Inc), Merger Agreement (Nuance Communications, Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, transactions contemplated hereby (including the consummation by the Company of the Merger Merger) and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation Parent Charter Documents or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (ii) subject assuming compliance with the matters referred to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval4.3(b), violate or conflict with any Applicable Law or Order applicable to the Company 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 the Company or any of its SubsidiariesOrder, except, except in the case of each of clauses clause (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations violations or Liens which would notconflicts which, individually or in the aggregate, have would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, the filing of the Securities Act, Merger Proposal with the Exchange Act, state securities laws, Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar; (ii) the filings and other Consents as may be required under the rules and regulations of the Nasdaq, the TASE or any other applicable stock exchange; (iiiii) the filing application for and recordation receipt of the Certificate of Merger ISA Exemption; (iv) such filings and approvals as may be required by any federal or state securities Laws, including compliance with the Secretary of State any applicable requirements of the State of Delaware, Securities Act and Exchange Act; (iiiv) compliance with any applicable requirements of the HSR Act and any applicable other Antitrust Laws; (vi) the execution by Parent of an undertaking in customary form in favor of the OCS as a foreign antitrust, competition or merger control laws interested party; and (ivvii) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have be material to Parent and its Subsidiaries, taken as a material adverse effect on the ability of Parent or the Company to consummate the Offer or the Mergerwhole.
Appears in 3 contracts
Samples: Merger Agreement (Gilat Satellite Networks LTD), Merger Agreement (Gilat Satellite Networks LTD), Merger Agreement (Comtech Telecommunications Corp /De/)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by Parent and Merger Sub with the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesParent or Merger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Order or Law or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which any of their properties or assets are bound or (iv) result in the creation of any Lien Lien, other than Permitted Liens upon any of the properties or assets of the Company Parent or Merger Sub, other than any of its Subsidiaries, except, such event described in the case of each of clauses items (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would notthat, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act or by the rules and regulations of Nasdaq and (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerLaws.
Appears in 3 contracts
Samples: Merger Agreement (Conexant Systems Inc), Merger Agreement (Standard Microsystems Corp), Agreement and Plan of Merger (Conexant Systems Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, transactions contemplated hereby (including the consummation by the Company of the Merger Merger) and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesParent or Merger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, violate, conflict with, 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 materially accelerate the performance required by, or result in a right of termination or material acceleration under, or result in the loss of any Material Contractmaterial benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company Parent or any of its SubsidiariesMerger Sub, except, 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 notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by Delaware Law, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the State of DelawareExchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws other Antitrust Laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Microsemi Corp), Merger Agreement (Microchip Technology Inc), Merger Agreement (Standard Microsystems Corp)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation of the Offer, Agreement and the consummation by the Company Parent and Merger Sub of the Merger and transactions contemplated hereby (including the compliance by the Company with any of the terms hereof Merger) do not and will not (i) violate or conflict with any provision of the certificate memorandum and articles of association, certificates of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s SubsidiariesParent and Merger Sub, (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii4.04(a) of the Company Parent Disclosure ScheduleLetter, 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, or result in the loss of any Material Contractmaterial benefit under, any Contract to which Parent or its Subsidiaries is a party or by which any of their respective properties or assets may be bound as of the date hereof, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.04(b), violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company Parent or any of its Subsidiaries, except, other than in the case of each of clauses (ii), (iii) and (iv), any such violation, conflict, breach, default, termination, acceleration, right, loss or Lien that (x) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would notnot reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect and (y) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Companyability of Parent or Merger Sub to consummate the transactions contemplated hereby prior to the Termination Date.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub or any of its their Subsidiaries in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (ii) such filings and approvals as may be required by the rules and regulations of Nasdaq or any federal or state securities Laws, including compliance with any applicable requirements of the State Securities Act or the Exchange Act (including the filing with the SEC of Delawarethe Proxy Statement/Prospectus and the filing of the Form F-4 and the declaration of effectiveness of the Form F-4), (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustother Antitrust Laws, competition or merger control laws and (iv) applicable requirements under foreign qualification, state securities or “blue sky” laws of various states and (v) such other Consents, Consents the failure of which to obtain be obtained or made (A) would notnot reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and (B) would not reasonably be reasonably expected to have have, individually or in the aggregate, a material adverse effect on the ability of Parent or the Company Merger Sub to consummate the Offer or transactions contemplated hereby prior to the MergerTermination Date.
Appears in 2 contracts
Samples: Merger Agreement (Bioceres Crop Solutions Corp.), Merger Agreement (Marrone Bio Innovations Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii4.5(a)(ii) of the Company Disclosure Schedule, 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 Material Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Law law or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, breaches defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, have a Company Material Adverse Effect or have a material adverse effect on the Companyability of the Company to consummate the Offer and the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Spectralink Corp), Merger Agreement (Polycom Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate articles of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, 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 underunder any Contract or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any Material Contractof its Subsidiaries or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Order or Law or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate Articles of Merger with the Secretary of State of the State of DelawareNevada and such filings with Governmental Entities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (iii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, (iv) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws Laws, and (ivv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Sands Regent), Merger Agreement (Herbst Gaming Inc)
Non-contravention; Required Consents. (a) The Assuming the Requisite Stockholder Approval is obtained, the execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the its certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiariesbylaws, (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure ScheduleLetter, 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, or result in the loss of any material benefit or the imposition of any additional payment or other material Liability under, any Material Contract, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, except, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, breaches, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which have not had or would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on and would not reasonably be expected to prevent or materially impair or delay the Companyconsummation of the Merger in accordance with the terms hereof.
(b) No Assuming the accuracy of the representations and warranties set forth in Section 4.3(b), no consent, approval, clearance, waiver, expiration or termination of an applicable waiting period, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (ii) such filings and approvals as may be required by the NYSE or any federal or state securities or Takeover Laws, including compliance with any applicable requirements of the State of DelawareSecurities Act or the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws other Antitrust Laws and (iv) the Requisite Stockholder Approval, and (v) such other Consents, the failure of which to obtain would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and would not reasonably be reasonably expected to have a material adverse effect on prevent or materially impair or delay the ability consummation of Parent or the Company to consummate Merger in accordance with the Offer or the Mergerterms hereof.
Appears in 2 contracts
Samples: Merger Agreement (Neophotonics Corp), Merger Agreement (Lumentum Holdings Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 the Company 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, individually or in the aggregate, have a Material Adverse Effect on the Company.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect Material Adverse Effect on the ability of Parent or the Company to consummate the Offer or the MergerCompany.
Appears in 2 contracts
Samples: Merger Agreement (Cypress Semiconductor Corp /De/), Merger Agreement (Ramtron International Corp)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate articles of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure ScheduleLetter, 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 Material Contractmaterial Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their material properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Shareholder Approval, violate or conflict with any Law or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, 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 notwhich, individually or in the aggregate, have would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on whole, and would not reasonably be expected to materially impede the Companyability of the Company to consummate the transactions contemplated by this Agreement in accordance with the terms hereof or applicable Law.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate Agreement of Merger with the California Secretary of State as required by the CGCL, (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the State of DelawareExchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws Laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have be material to the Company and its Subsidiaries, taken as a material adverse effect on whole, and would not reasonably be expected to materially impede the ability of Parent or the Company to consummate the Offer transactions contemplated by this Agreement in accordance with the terms hereof or the Mergerapplicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Microchip Technology Inc), Merger Agreement (Supertex Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent, Merger Sub and Merger Sub LLC of this Agreement, the consummation by Parent, Merger Sub and Merger Sub LLC of the Offer, transactions contemplated hereby (including the consummation by the Company of the Merger Merger) and the compliance by the Company Parent, Merger Sub and Merger Sub LLC with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesParent, Merger Sub or Merger Sub LLC, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 materially accelerate the performance required by, or result in a right of termination or material acceleration under, or result in the loss of any Material Contractmaterial benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent, Merger Sub or Merger Sub LLC is a party or by which Parent, Merger Sub or Merger Sub LLC or any of their respective properties or assets may be bound as of the date hereof, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.4(b), violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company Parent, Merger Sub or any of its SubsidiariesMerger Sub LLC, except, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, breaches, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which would notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on or would prevent the Companyconsummation of the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub, Merger Sub LLC or any of its their Subsidiaries in connection with the execution, delivery and performance by the Company Parent, Merger Sub and Merger Sub LLC of this Agreement and the consummation by the Company Parent, Merger Sub and Merger Sub LLC of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (ii) such filings and approvals as may be required by the Nasdaq or any federal or state securities or Takeover Laws, including compliance with any applicable requirements of the State Securities Act or the Exchange Act (including the filing with the SEC the Proxy Statement/Prospectus and the filing of Delawarethe Form S-4 and the declaration of effectives of the Form S-4), (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws other Antitrust Laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have a material adverse effect on Parent Material Adverse Effect or would prevent the ability consummation of Parent or the Company to consummate the Offer or the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Oclaro, Inc.), Merger Agreement (Lumentum Holdings Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Purchaser of this Agreement, the consummation by Parent and Purchaser of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company Parent and Purchaser with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or incorporation, bylaws of the Company or other equivalent charter constituent documents (as applicable) of any of the Company’s SubsidiariesParent or Purchaser, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract 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 are bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 5.3(b), violate or conflict with any Law or Order applicable to the Company 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 the Company 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, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any consent of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company Parent, Purchaser or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent or Purchaser of this Agreement and the consummation by the Company Parent or Purchaser of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws laws, and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or and the Company to consummate the Offer or the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Ramtron International Corp), Merger Agreement (Cypress Semiconductor Corp /De/)
Non-contravention; Required Consents. (a) The Except as set forth in Section 3.4 of GTY’s Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iiA) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to any GTY Party, or (B) provision of the Company Organizational Documents of any GTY Party; (ii) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any of its Subsidiaries party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any GTY Party is a party or by which any of their properties or respective assets are bound or subject; or (iviii) result in the creation or imposition of any Lien upon any GTY Common Stock or any assets of any GTY Party, other than Permitted Liens. Except (w) as set forth on Section 3.4 of GTY’s Disclosure Schedule, (x) the Required Vote, (y) the filing with the SEC of the properties or assets of Registration Statement and such other documents in compliance with the Company or Securities Exchange Act and the Securities Act as may be required in connection with this Agreement, any of its Subsidiaries, except, in Ancillary Agreement and the case of each of clauses (ii), (iii) Transaction and (ivz) abovesuch Consents and Permits, for such violations, conflicts, breaches, defaults, terminations, accelerations the failure to make or Liens obtain which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect, no GTY Party is required to give any notice to, make any filing with, or obtain any Permit or Consent of any Governmental Body or any other Person in order to consummate the CompanyTransaction.
(b) No consentThere is no Order, approvaland no Proceeding is pending or threatened in writing, Order or authorization ofagainst any GTY Party, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries their assets, properties or rights, that (i) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of NasdaqTransaction, (ii) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the filing and recordation consummation of the Certificate of Merger with the Secretary of State of the State of DelawareTransaction, or (iii) compliance prohibits the GTY Parties from complying with their obligations under this Agreement or any applicable requirements of Ancillary Agreement or otherwise consummating the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerTransaction.
Appears in 2 contracts
Samples: Merger Agreement (GTY Technology Holdings Inc.), Merger Agreement (GTY Technology Holdings Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent, Merger Sub One and Merger Sub Two of this Agreement, the consummation by Parent, Merger Sub One and Merger Sub Two of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company Parent, Merger Sub One and Merger Sub Two with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or incorporation, bylaws of the Company or other equivalent charter constituent documents (as applicable) of any of the Company’s SubsidiariesParent, Merger Sub One or Merger Sub Two, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract 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 are bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Law or Order applicable to the Company 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 the Company 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, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company Parent, Merger Sub One, Merger Sub Two or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent, Merger Sub One or Merger Sub Two of this Agreement and the consummation by the Company Parent, Merger Sub One or Merger Sub Two of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of the certificate of merger for the Second Step Merger with the Secretary of State of the State of Delaware, (ii) such filings and approvals as may be required by any U.S. federal, state or non-U.S. securities laws or rules and regulations promulgated thereunder, federal commodity futures laws, or rules of a self-regulatory organization, including compliance with any applicable requirements of the Exchange Act, the Advisers Act, the CEA, or the rules of FINRA or the NFA, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws laws, (iv) the filing of a Notification of Listing of Additional Shares (or such other form as may be required by Nasdaq) with Nasdaq with respect to the shares of the Parent Common Stock to be issued in the Merger, and (ivv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect Material Adverse Effect on the ability of Parent or the Company to consummate the Offer or the MergerParent.
Appears in 2 contracts
Samples: Merger Agreement (Thinkorswim Group Inc.), Merger Agreement (Td Ameritrade Holding Corp)
Non-contravention; Required Consents. (a) The Assuming the Requisite Stockholder Approval is obtained, the execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, Agreement and the consummation by the Company of the Merger and transactions contemplated hereby (including the compliance by the Company with any of the terms hereof Merger) do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.05(a) of the Company Disclosure ScheduleLetter, 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, or result in the loss of any material benefit under, any Material Contract, (iii) assuming compliance with the matters referred to in Section 3.05(b) and subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, except, other than in the case of each of clauses (ii), (iii) and (iv), any such violation, conflict, breach, default, termination, acceleration, right, loss or Lien that (x) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and (y) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Companyability of the Company to consummate the transactions contemplated hereby prior to the Termination Date.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (ii) such filings and approvals as may be required by the rules and regulations of Nasdaq or any federal or state securities Laws, including compliance with any applicable requirements of the State Securities Act or the Exchange Act (including the filing with the SEC of Delawarethe Proxy Statement/Prospectus and the filing of the Form F-4 and the declaration of effectiveness of the Form F-4), (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustother Antitrust Laws, competition or merger control laws and (iv) the Requisite Stockholder Approval, (v) applicable requirements under foreign qualification, state securities or “blue sky” laws of various states, (vi) the approvals set forth in Section 3.05(b) of the Company Disclosure Letter and (vii) such other Consents, Consents the failure of which to obtain be obtained or made (A) would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (B) would not reasonably be reasonably expected to have have, individually or in the aggregate, a material adverse effect on the ability of Parent or the Company to consummate the Offer or transactions contemplated hereby prior to the MergerTermination Date.
Appears in 2 contracts
Samples: Merger Agreement (Bioceres Crop Solutions Corp.), Merger Agreement (Marrone Bio Innovations Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, transactions contemplated hereby (including the consummation by Offer and the Company of the Merger Merger) and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company Parent or other equivalent charter documents of any of the Company’s SubsidiariesMerger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contractof the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 5.3(b) hereof, violate or conflict with any Law law or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which any of their properties or assets are bound or (iv) result in the creation of any Lien (other than Permitted Encumbrances) upon any of the properties or assets of the Company Parent or any of its SubsidiariesMerger Sub, except, 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, individually or in the aggregate, have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Hewlett Packard Co), Merger Agreement (Mercury Interactive Corp)
Non-contravention; Required Consents. (a) The Assuming compliance with the matters referred to in Section 3.5(b), subject to obtaining the Requisite Stockholder Approval, the execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or equivalent organizational documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their or its properties or assets may be bound, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law law or Order applicable to the Company or by which 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 the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect on or reasonably be expected to prevent or delay the Companyconsummation of the Offer or the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Autodesk Inc), Merger Agreement (Moldflow Corp)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, transactions contemplated hereby (including the consummation by Offer and the Company of the Merger Merger) and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company Parent or other equivalent charter documents of any of the Company’s SubsidiariesMerger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contractof the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 5.3(b), violate or conflict with any Law law or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which any of their properties or assets are bound or (iv) result in the creation of any Lien (other than Permitted Encumbrances) upon any of the properties or assets of the Company Parent or any of its SubsidiariesMerger Sub, except, 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, individually or in the aggregate, have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Polycom Inc), Merger Agreement (Spectralink Corp)
Non-contravention; Required Consents. (a) The executionExcept as described on the Disclosure Schedule, the execution and delivery or performance by the Company of this AgreementAgreement and the Related Agreements, the consummation of the Offertransactions contemplated hereby and thereby, the consummation by the Company of the Merger and the compliance with the provisions of this Agreement and the Related Agreements by Purchasers (in each case to the Company with any of the terms hereof do not and extent they are a party thereto) will not not: (i) violate or conflict with any provision of or violate the certificate of incorporation or bylaws of the Company or other equivalent charter organizational documents of EFI or any of the Company’s Subsidiaries, Newco; (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or result in impair either of the termination Purchasers' rights or the obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 an Encumbrance on any of the properties or assets of the Company Purchasers pursuant to any loan, credit agreement, note, bond, mortgage, deed of trust, indenture, reciprocal easement agreement, lease or other agreement to which either of the Purchasers or its or any of its Subsidiariestheir respective properties are bound or affected; or (iii) conflict with or violate any judgment, exceptorder, decree, statute, law, ordinance, rule or regulation applicable to the Purchasers or their respective properties, assets or stock, other than, in the case of each of clauses clause (ii) or (iii), (iii) and (iv) above, for any such violations, conflicts, breachesviolations, defaults, terminations, accelerations rights or Liens which Encumbrances that would not, individually or in the aggregate, have not (x) constitute a Purchaser Material Adverse Effect on or (y) prevent the Companyconsummation of the transactions contemplated hereby.
(b) No The execution and delivery of this Agreement by Purchasers does not, and the performance of this Agreement by Purchasers will not, require any consent, approval, Order authorization or authorization permit of, or filing or registration with, with or notification to (any of the foregoing being a “Consent”)to, any Governmental Authority is required on the part of the Company governmental or any of its Subsidiaries in connection with the executionregulatory authority, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebydomestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws"blue sky" laws and the National Association of Securities Dealers, the rules Inc., and regulations of Nasdaq, (ii) the filing and recordation where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Certificate of Merger with the Secretary of State of the State of Delawaretransactions contemplated hereby or otherwise prevent EFI or any Newco from performing their respective obligations under this Agreement, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to not have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerPurchaser Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Kinser C Wayne), Agreement and Plan of Reorganization (Equivest Finance Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate articles of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesParent or Merger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contractof the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound or (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Order or Law or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub 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 the Company Parent or any of its SubsidiariesMerger Sub, except, 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, individually or in the aggregate, have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate Articles of Merger with the Secretary of State of the State of DelawareNevada and such filings with Governmental Entities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (iii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, (iv) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws Laws and (ivv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Herbst Gaming Inc), Merger Agreement (Sands Regent)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company Parent or other equivalent charter documents of any of the Company’s SubsidiariesMerger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contractof the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.4(b) hereof, violate or conflict with any Law Legal Requirement or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which any of their properties or assets are bound or (iv) result in the creation of any Lien (other than Permitted Encumbrances) upon any of the properties or assets of the Company Parent or any of its SubsidiariesMerger Sub, except, 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, individually or in the aggregate, have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Micro Linear Corp /Ca/), Merger Agreement (Sirenza Microdevices Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate articles of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure ScheduleLetter, 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, or result in the loss of any Material Contractmaterial benefit or the imposition of any additional payment or other Liability under, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Shareholder Approval, violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, except, 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 notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on or prevent, materially delay or materially impair the Companyability of the Company to consummate the transaction contemplated by this Agreement in accordance with the terms hereof and Applicable Law.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate Agreement of Merger with the California Secretary of State as required by the CCC, (ii) such filings and approvals as may be required by the Nasdaq or any federal or state securities laws, including compliance with any applicable requirements of the State Exchange Act (including the filing with the SEC the Proxy Statement/Prospectus and the filing of Delawarethe Form S-4 and the declaration of effectives of the Form S-4), (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws other Antitrust Laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have a material adverse effect on Company Material Adverse Effect or to prevent, materially delay or materially impair the ability of Parent or the Company to consummate the Offer or transaction contemplated by this Agreement in accordance with the Mergerterms hereof and Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Microchip Technology Inc), Merger Agreement (Micrel Inc)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, transactions contemplated hereby (including the consummation by the Company of the Merger Merger) and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesParent or Merger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, violate, conflict with, 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 materially accelerate the performance required by, or result in a right of termination or material acceleration under, or result in the loss of any Material Contractmaterial benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent or Merger Sub is a party or by which Parent or any of their respective properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company Parent or any of its SubsidiariesMerger Sub, except, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, breaches, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which would notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Assuming the accuracy of the foregoing being a “Consent”representations and warranties set forth in Section 3.5(b), no Consent any Governmental Authority Entity is required on the part of the Company Parent or Merger Sub or any of its their Subsidiaries in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (ii) such filings and approvals as may be required by the NYSE or any federal or state securities or Takeover Laws, including compliance with any applicable requirements of the State of DelawareSecurities Act or the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws the Antitrust Laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Neophotonics Corp), Merger Agreement (Lumentum Holdings Inc.)
Non-contravention; Required Consents. (a) The Except as set forth in Section 2.4 of the Company’s Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, (ia) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the any Company Party, or any eCivis Holder, or (ii) provision of its Subsidiaries the Organizational Documents of any Company Party; (b) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, TABLE OF CONTENTS create in any party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any Company Party is a party or by which any of their properties or respective assets are bound or subject; (ivc) result in the creation or imposition of any Lien upon the Capital Stock or assets of any Company Party or any of the properties eCivis Shares; or assets (d) require any notice to, filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Transaction. There is no Order, and no Proceeding is pending, or to the Knowledge of the Company, threatened in writing, against any eCivis Holder, any Company Party or the Business, or any of its Subsidiariestheir respective assets, exceptproperties or rights, in that (x) challenges or questions the case validity of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company this Agreement or any of its Subsidiaries Ancillary Agreement or any action taken or to be taken in connection with the executionTransaction, delivery and performance by (y) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the consummation of the Transaction, or (z) prohibits any eCivis Holder or any Company of Party from complying with its obligations under this Agreement or any Ancillary Agreement or otherwise consummating the Transaction. The representations and warranties set forth in this Section 2.4 shall be made with respect to the consummation by the Company Original Merger Agreement as of the transactions contemplated hereby, except (i) applicable requirements, if any, Original Execution Date and with respect to this Amended and Restated Agreement as of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerExecution Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.)
Non-contravention; Required Consents. (a) The Except as set forth in Section 4.4 of GTY’s Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iiA) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to any GTY Party, or (B) provision of the Company Organizational Documents of any GTY Party; (ii) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any of its Subsidiaries party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any GTY Party is a party or by which any of their properties or respective assets are bound or subject; or (iviii) result in the creation or imposition of any Lien upon any GTY Common Stock or any assets of any GTY Party, other than Permitted Liens. Except (w) as set forth on Section 4.4 of GTY’s Disclosure Schedule, (x) the Required Vote, (y) the filing with the SEC of the properties or assets of Registration Statement and such other documents in compliance with the Company or US Securities Exchange Act and the US Securities Act as may be required in connection with this Agreement, any of its Subsidiaries, except, in Ancillary Agreement and the case of each of clauses (ii), (iii) Transaction and (ivz) abovesuch Consents and Permits, for such violations, conflicts, breaches, defaults, terminations, accelerations the failure to make or Liens obtain which would not, individually or in the aggregate, have a Material Adverse Effect on reasonably be expected be materially adverse to such GTY Party, no GTY Party is required to give any notice to, make any filing with, or obtain any Permit or Consent of any Governmental Body or any other Person in order to consummate the CompanyTransaction.
(b) No consentThere is no Order, approvaland no Proceeding is pending or threatened in writing, Order or authorization ofagainst any GTY Party, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries their assets, properties or rights, that (i) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of NasdaqTransaction, (ii) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the filing and recordation consummation of the Certificate of Merger with the Secretary of State of the State of DelawareTransaction, or (iii) compliance prohibits the GTY Parties from complying with their obligations under this Agreement or any applicable requirements of Ancillary Agreement or otherwise consummating the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerTransaction.
Appears in 1 contract
Samples: Share Purchase Agreement (GTY Technology Holdings Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws or other equivalent constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.3(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract to which the Company or any of its Subsidiaries is a party or by which the Company, 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) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 the Company 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, individually or in the aggregate, have a Material Adverse Effect on the Company.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such filings and approvals as may be required by any U.S. federal, state or non-U.S. securities laws or rules and regulations promulgated thereunder, federal commodity futures laws, or rules of a self-regulatory organization, including compliance with any applicable requirements of the Exchange Act, the Advisers Act, the CEA, or the rules of FINRA or the NFA, (iii) such filings, notices and approvals as may be required by any Canadian provincial or territorial securities laws or securities regulators or rules of IIROC or other self-regulatory organizations, (iv) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (ivv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect Material Adverse Effect on the ability of Parent or the Company to consummate the Offer or the MergerCompany.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents except as set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, 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 termination, purchase, sale, cancellation, modification or acceleration under, any Material ContractContract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining in Section 3.5(b) and the Requisite Merger receipt of the Stockholder Approval, violate or conflict with any Order or Law or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act,
(iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustantitrust Laws, competition (iv) those that may be required solely by reason of Buyer’s or merger control laws Merger Sub’s (as opposed to any other Person’s) participation in the transactions contemplated hereby, (v) as set forth in Section 3.5(b) of the Company Disclosure Schedule and (ivvi) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The Except as set forth in Section 3.4 of GTY’s Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iiA) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to any GTY Party, or (B) provision of the Company Organizational Documents of any GTY Party; (ii) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any of its Subsidiaries party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any GTY Party is a party or by which any of their properties or respective assets are bound or subject; or (iviii) result in the creation or imposition of any Lien upon any GTY Common Stock or any assets of any GTY Party, other than Permitted Liens. Except (w) as set forth on Section 3.4 of GTY’s Disclosure Schedule, (x) the Required Vote, (y) the filing with the SEC of the properties or assets of Registration Statement and such other documents in compliance with the Company or Securities Exchange Act and the Securities Act as may be required in connection with this Agreement, any of its Subsidiaries, except, in Ancillary Agreement and the case of each of clauses (ii), (iii) Transaction and (ivz) abovesuch Consents and Permits, for such violations, conflicts, breaches, defaults, terminations, accelerations the failure to make or Liens obtain which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect, no GTY Party is required to give any notice to, make any filing with, or obtain any Permit or Consent of any Governmental Body or any other Person in order to consummate the CompanyTransaction. The representations and warranties set forth in this Section 3.4(a) shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.
(b) No consentThere is no Order, approvaland no Proceeding is pending or threatened in writing, Order or authorization ofagainst any GTY Party, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries their assets, properties or rights, that (i) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of NasdaqTABLE OF CONTENTS Transaction, (ii) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the filing and recordation consummation of the Certificate of Merger with the Secretary of State of the State of DelawareTransaction, or (iii) compliance prohibits the GTY Parties from complying with their obligations under this Agreement or any applicable requirements of Ancillary Agreement or otherwise consummating the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerTransaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s Subsidiaries, (ii) violate or conflict with any provision of the certificate of incorporation or bylaws or other constituent documents of any Subsidiaries of the Company, (iii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(iii) of the Company Disclosure ScheduleLetter, 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, or result in the loss of any material benefit or the imposition of any additional payment or other Liability under, any Material Contract, (iiiiv) assuming compliance with the matters referred to in Section 3.6(b) and assuming the accuracy of the representation in Section 4.7 and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Applicable Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (ivv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, except, except in the case of each of clauses (ii), (iii), (iv) and (ivv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by Delaware Law, (ii) such filings, approvals and other Consents as may be required by the Nasdaq or any federal or state securities Laws, including compliance with any applicable requirements of the State of DelawareExchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws other Antitrust Laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected expected, individually or in the aggregate, to have a material adverse effect on Company Material Adverse Effect or to prevent, materially delay or materially impair the ability of Parent or the Company to consummate the Offer or transaction contemplated by this Agreement in accordance with the Mergerterms hereof and Applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Microsemi Corp)
Non-contravention; Required Consents. (a) The Except as set forth in Section 2.4 of the Questica Holders’ Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction by each Questica Holder, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, (ia) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to any Questica Holder or (ii) provision of the Company Organizational Documents of any Questica Holder; (b) except to the extent that such event does not adversely affect the ability of each Questica Holder to consummate the Transaction or perform such Questica Holder’s obligations under this Agreement, conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any of its Subsidiaries party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any Questica Holder is a party or by which any of their properties or respective assets are bound or subject; (ivc) result in the creation or imposition of any Lien upon the Questica Shares or, except to the extent that such event does not adversely affect the ability of each Questica Holder to consummate the Transaction or perform such Questica Holder’s obligations under this Agreement, any other assets of any Questica Holder; or (d) require any notice to, filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Transaction. There is no Order, and no Proceeding is pending, or to the Knowledge of the properties or assets of the Company applicable Questica Holder, threatened in writing, against such Questica Holder, or any of its Subsidiariesassets, exceptproperties or rights, in that (x) challenges or questions the case validity of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company this Agreement or any of its Subsidiaries Ancillary Agreement or any action taken or to be taken in connection with the executionTransaction, delivery and performance by (y) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the Company consummation of the Transaction, or (z) prohibits such Questica Holder from complying with its obligations under this Agreement and or any Ancillary Agreement, as applicable, or otherwise consummating the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerTransaction.
Appears in 1 contract
Samples: Share Purchase Agreement (GTY Technology Holdings Inc.)
Non-contravention; Required Consents. (a) The Except as set forth in Section 4.4 of GTY’s Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction and Pre-Closing Reorganization, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iiA) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to any GTY Party, or (B) provision of the Company Organizational Documents of any GTY Party; (ii) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any of its Subsidiaries party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any GTY Party is a party or by which any of their properties or respective assets are bound or subject; or (iviii) result in the creation or imposition of any Lien upon any GTY Common Stock or any assets of any GTY Party, other than Permitted Liens. Except (w) as set forth on Section 4.4 of GTY’s Disclosure Schedule, (x) the Required Vote, (y) the filing with the SEC of the properties or assets of Registration Statement and such other documents in compliance with the Company or Securities Exchange Act and the Securities Act as may be required in connection with this Agreement, any of its Subsidiaries, except, in Ancillary Agreement and the case of each of clauses (ii), (iii) Transaction and (ivz) abovesuch Consents and Permits, for such violations, conflicts, breaches, defaults, terminations, accelerations the failure to make or Liens obtain which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect, no GTY Party is required to give any notice to, make any filing with, or obtain any Permit or Consent of any Governmental Body or any other Person in order to consummate the CompanyTransaction.
(b) No consentThere is no Order, approvaland no Proceeding is pending or threatened in writing, Order or authorization ofagainst any GTY Party, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries their assets, properties or rights, that (i) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of NasdaqTransaction, (ii) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the filing and recordation consummation of the Certificate of Merger with the Secretary of State of the State of DelawareTransaction, or (iii) compliance prohibits the GTY Parties from complying with their obligations under this Agreement or any applicable requirements of Ancillary Agreement or otherwise consummating the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerTransaction.
Appears in 1 contract
Samples: Arrangement Agreement (GTY Technology Holdings Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent, Merger Sub and Merger Sub LLC of this Agreement, the consummation by Parent, Merger Sub and Merger Sub LLC of the Offer, transactions contemplated hereby (including the consummation by the Company of the Merger Merger) and the compliance by the Company Parent, Merger Sub and Merger Sub LLC with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesParent or Merger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, violate, conflict with, 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 materially accelerate the performance required by, or result in a right of termination or material acceleration under, or result in the loss of any Material Contractmaterial benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent, Merger Sub or Merger Sub LLC is a party or by which Parent, Merger Sub, Merger Sub LLC or any of their respective properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 5.3(b), violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company Parent or any of its SubsidiariesMerger Sub, except, 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 notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect on or would not reasonably be expected to prevent, materially delay or materially impair the Companyability of Parent, Merger Sub and Merger Sub LLC to consummate the transactions contemplated by this Agreement in accordance with the terms hereof or Applicable Law.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub or any of its their Subsidiaries in connection with the execution, delivery and performance by the Company Parent, Merger Sub and Merger Sub LLC of this Agreement and the consummation by the Company Parent, Merger Sub and Merger Sub LLC of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate Agreement of Merger with the California Secretary of State of as required by the State of DelawareCCC, (ii) such filings and approvals as may be required by any federal or state securities laws, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have a material adverse effect on Parent Material Adverse Effect or would not reasonably be expected to prevent, materially delay or materially impair the ability of Parent or the Company Parent, Merger Sub and Merger Sub LLC to consummate the Offer transactions contemplated by this Agreement in accordance with the terms hereof or the MergerApplicable Law.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, 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 Material Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Order or Law or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws Laws, and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or and performance by the Company of this Agreement, Agreement and the consummation of the OfferRelated Agreements by each Selling Entity party thereto, the consummation by the Company each Selling Entity of the Merger transactions contemplated by this Agreement and the Related Agreements and the compliance by the Company each Selling Entity with any of the terms hereof and thereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesSelling Entities, (ii) subject to obtaining such Consents set forth identified in Section 4.3(a)(ii3.3(a)(ii) of the Company Seller Disclosure Schedule, 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 Material ContractContract to which any of the Selling Entities is a party or by which any of the Selling Entities or any of their respective properties or assets may be bound, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries the Selling Entities 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 the Company or any of its SubsidiariesTransferred Assets, except, 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, individually or in the aggregate, have a Business Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries the Selling Entities in connection with the execution, delivery and performance by the Company of this Agreement and the Related Agreements by each Selling Entity party thereto, the consummation by the Company each Selling Entity of the transactions contemplated hereby, except (i) applicable requirements, if any, by this Agreement and the Related Agreements and the compliance by each Selling Entity with any of the Securities Act, the Exchange Act, state securities laws, the rules terms hereof and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the Mergerthereof.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any Except as set forth in Section 2.4 of the Company’s Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 the Company 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, individually or in the aggregate, have a Material Adverse Effect on the Company.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement CX Xxxxxx Consent and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, the execution, delivery and performance of this Agreement and each Ancillary Agreement, and the consummation of the Transaction, does not and will not, directly or indirectly, (iiia) compliance violate or conflict with any (i) Law or Order applicable requirements to any Company Party or (ii) provision of the HSR Act Organizational Documents of any Company Party; (b) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or payment under any Material Contract, material Consent or material Permit to which any Company Party is a party or by which any of their respective assets are bound or subject; (c) result in the creation or imposition of any Lien (other than a Permitted Lien) upon the assets of any Company Party or, to the Knowledge of the Company, any of the CB Shares; or (d) require any notice to or filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Transaction, except for such Consent and any applicable foreign antitrustnotice filings the failure to obtain or make would not reasonably be expected to be material to the Company Parties, competition or merger control laws except with respect to clauses (b) and (iv) c), for such other Consentsconflicts, the failure of which to obtain would notviolations, breaches, defaults or rights that, individually or in the aggregate, would not reasonably be reasonably expected to have a be material adverse effect on to the ability Company Parties. There is no Order, and no Proceeding is pending, or to the Knowledge of Parent the Company, threatened in writing, against any Company Party or the Business, or any of their respective assets, properties or rights, that (x) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the Transaction, (y) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the consummation of the Transaction, or (z) prohibits any Company to consummate Party from complying with its obligations under this Agreement or any Ancillary Agreement or otherwise consummating the Offer or the MergerTransaction.
Appears in 1 contract
Non-contravention; Required Consents. (a) The Assuming the Requisite Shareholder Approval is obtained, the execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure ScheduleLetter, 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, or result in the loss of any material benefit or the imposition of any additional payment or other material Liability under, any Material Contract, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Shareholder Approval, violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, except, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, breaches, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on or would prevent the Companyconsummation of the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (ii) such filings and approvals as may be required by Nasdaq or any federal or state securities or Takeover Laws, including compliance with any applicable requirements of the State Securities Act or the Exchange Act (including the filing with the SEC of Delawarethe Proxy Statement/Prospectus and the filing of the Form S-4 and the declaration of effectiveness of the Form S-4), (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustother Antitrust Laws, competition or merger control laws (iv) the Requisite Shareholder Approval, (v) the approvals set forth in Table of Contents Section 3.5(b) of the Company Disclosure Letter and (ivvi) such other Consents, the failure of which to obtain obtain, which would notnot reasonably be expected to be, individually or in the aggregate, be reasonably expected material to have a material adverse effect on the ability of Parent or the Company to consummate and its Subsidiaries, taken as a whole, and would not reasonably have, individually or in the Offer aggregate, a Company Material Adverse Effect or would prevent the consummation of the Merger.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Buyer and Merger Sub of this Agreement, the consummation by Buyer and Merger Sub of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company Buyer and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesBuyer or Merger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contractof the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Buyer or Merger Sub is a party or by which Buyer, Merger Sub or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Order or Law or Order applicable to the Company Buyer or any of its Subsidiaries Merger Sub 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 the Company Buyer or any of its SubsidiariesMerger Sub, except, 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, individually or in the aggregate, have a Buyer Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Buyer, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Buyer and Merger Sub of this Agreement and the consummation by the Company Buyer and Merger Sub of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustantitrust Laws, competition or merger control laws (iv) those that may be required solely by reason of Company’s (as opposed to any other Person’s) participation in the transactions contemplated hereby, and (ivv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerBuyer Material Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii4.5(a) of the Company Disclosure Schedule, 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 Material Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Law law or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect or have a material adverse effect on the Companyability of the Company to consummate the Offer and the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “"Consent”"), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws Charter Documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, ; (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.4(a) of the Company Disclosure ScheduleLetter, violate, conflict with, or result in the breach of or constitute a default (or an event which that with notice or the lapse of time or both provision of notice, 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 termination, revocation or acceleration under, or result in the loss of any Material Contractbenefit or the imposition of any additional payment or other liability under, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 (other than Permitted Liens), upon any of the properties or assets of the Company or any of its SubsidiariesSubsidiaries pursuant to, exceptany contract to which the Company or its Subsidiaries are a party or by which any of them or their respective properties or assets may be bound or affected; or (iii) assuming compliance with the matters referred to in Section 3.4(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Shareholder Approval, violate or conflict with any Applicable Law or Order, except in the case of each of clauses (ii), ) through (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations revocations, accelerations, liabilities or Liens which would notwhich, individually or in the aggregate, have would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole.
(b) No consent, approval, Order Order, authorization or authorization permit of, or filing or registration with, or notification to (any each of the foregoing being foregoing, a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, the IIA Notice (if any, required); (ii) the filing of the Securities Act, Merger Proposal with the Exchange Act, state securities laws, Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar; (iii) the filings and other Consents as may be required under the rules and regulations of Nasdaq, the Nasdaq and any other applicable stock exchanges; (iiiv) the filing application for and recordation receipt of the Certificate of Merger ISA No-Action Letter; (v) certain ordinary course corporate filing as required under applicable law in connection with the Secretary of State of the State of DelawareMerger; (vi) such filings and approvals as may be required by any federal or state securities Laws, (iii) including compliance with any applicable requirements of the HSR Securities Act and Exchange Act; (vii) the filings and approvals as may be required by any applicable foreign antitrustAntitrust Laws, competition or merger control laws including compliance with any applicable requirements of the Competition Law and any other applicable Antitrust Laws; and (ivviii) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, be reasonably expected to would not have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerCompany.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 the Company 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, individually or in the aggregate, have a Material Adverse Effect on the Company.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or and the Company to consummate the Offer or the Merger.
Appears in 1 contract
Samples: Merger Agreement (NetApp, Inc.)
Non-contravention; Required Consents. (a) The Except as set forth in Section 3.4 of GTY’s Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iiA) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to any GTY Party, or (B) provision of the Company Organizational Documents of any GTY Party; (ii) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any of its Subsidiaries party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any GTY Party is a party or by which any of their properties or respective assets are bound or subject; or (iviii) result in the creation or imposition of any Lien upon any GTY Common Stock or any assets of any GTY Party, other than Permitted Liens. Except (w) as set forth on Section 3.4 of GTY’s Disclosure Schedule, (x) the Required Vote, (y) the filing with the SEC of the properties or assets of Registration Statement and such other documents in compliance with the Company or Securities Exchange Act and the Securities Act as may be required in connection with this Agreement, any of its Subsidiaries, except, in Ancillary Agreement and the case of each of clauses (ii), (iii) Transaction and (ivz) abovesuch Consents and Permits, for such violations, conflicts, breaches, defaults, terminations, accelerations the failure to make or Liens obtain which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect, no GTY Party is required to give any notice to, make any filing with, or obtain any Permit or Consent of any Governmental Body or any other Person in order to consummate the CompanyTransaction. The representations and warranties set forth in this Section 3.4(a) shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.
(b) No consentThere is no Order, approvaland no Proceeding is pending or threatened in writing, Order or authorization ofagainst any GTY Party, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries their assets, properties or rights, that (i) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of NasdaqTransaction, (ii) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the filing and recordation consummation of the Certificate of Merger with the Secretary of State of the State of DelawareTransaction, or (iii) compliance prohibits the GTY Parties from complying with their obligations under this Agreement or any applicable requirements of Ancillary Agreement or otherwise consummating the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerTransaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound and which is a Material Contract, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Company Stockholder Approval, violate or conflict with any Law Legal Requirement or Order applicable to the Company 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 (other than a Permitted Encumbrance) upon any of the properties or assets of the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the First Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of State and such filings with Governmental Entities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the State of DelawareExchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or competition, merger control or similar laws and (iv) such other ConsentsConsents of Governmental Entities, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
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Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of Parent or any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii4.5(a)(ii) of the Company Parent Disclosure Schedule, 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 Parent Material ContractContract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining in Section 4.5(b), to the Requisite Merger ApprovalKnowledge of Parent, violate or conflict with any Order or Law or Order applicable to the Company Parent or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) except as set forth in Section 4.5(a)(iv) of the Parent Disclosure Schedule, result in the creation of any Lien upon any of the properties or assets of the Company Parent or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consentTo the Knowledge of Parent, approval, Order or authorization of, or filing or registration with, or notification no Consent with respect to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent or any of its Subsidiaries in connection with the execution, delivery and performance by the Company Parent or Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable Laws of states in which Parent and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustLaws, competition (iv) those that may be required solely by reason of the Company’s (as opposed to any other Person’s) participation in the transactions contemplated hereby, (v) notices to, or merger control laws consents, approvals or waivers from, to the extent required, regulatory entities as set forth in Section 4.5(b) of the Parent Disclosure Schedule, (vi) as set forth in Section 4.5(b) of the Parent Disclosure Schedule, and (ivvii) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
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Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws or other equivalent constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.3(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract to which the Company or any of its Subsidiaries is a party or by which the Company, 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) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 the Company 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, individually or in the aggregate, have a Material Adverse Effect on the Company.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “"Consent”"), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such filings and approvals as may be required by any U.S. federal, state or non-U.S. securities laws or rules and regulations promulgated thereunder, federal commodity futures laws, or rules of a self-regulatory organization, including compliance with any applicable requirements of the Exchange Act, the Advisers Act, the CEA, or the rules of FINRA or the NFA, (iii) such filings, notices and approvals as may be required by any Canadian provincial or territorial securities laws or securities regulators or rules of IIROC or other self-regulatory organizations, (iv) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (ivv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect Material Adverse Effect on the ability of Parent or the Company to consummate the Offer or the MergerCompany.
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Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the Related Agreements, the consummation of the OfferOffer and the other transactions contemplated hereby and thereby, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof and thereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, the Solar SPEs or Joint Ventures, (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.3(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract to which the Company or any of its Subsidiaries is a party, by which the Company or any of its Subsidiaries may be bound, or to which any of the assets or properties of the Company or any of its Subsidiaries is subject, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries Subsidiaries, Solar SPEs or Joint Ventures 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 the Company 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, individually or in the aggregate, (A) have a Material Adverse Effect on Effect, or (B) materially impede or delay the Company’s performance of its material obligations under this Agreement or the Related Agreements.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries Subsidiaries, Solar SPEs or Joint Ventures in connection with the execution, delivery and performance by the Company of this Agreement and the Related Agreements and the consummation by the Company of the transactions contemplated herebyhereby and thereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws the EC Merger Regulation and (iviii) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or and the Company to consummate the Offer or the MergerOffer.
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Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesParent or Merger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contractof the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound or (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Order or Law or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub 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 the Company Parent or any of its SubsidiariesMerger Sub, except, 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, individually or in the aggregate, have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws Laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
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Non-contravention; Required Consents. (a) The Except as set forth in Section 4.4 of GTY’s Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iiA) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to any GTY Party, or (B) provision of the Company Organizational Documents of any GTY Party; (ii) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any of its Subsidiaries party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any GTY Party is a party or by which any of their properties or respective assets are bound or subject; or (iviii) result in the creation or imposition of any Lien upon any GTY Common Stock or any assets of any GTY Party, other than Permitted Liens. Except (w) as set forth on Section 4.4 of GTY’s Disclosure Schedule, (x) the Required Vote, (y) the filing with the SEC of the properties or assets of Registration Statement and such other documents in compliance with the Company or Securities Exchange Act and the Securities Act as may be required in connection with this Agreement, any of its Subsidiaries, except, in Ancillary Agreement and the case of each of clauses (ii), (iii) Transaction and (ivz) abovesuch Consents and Permits, for such violations, conflicts, breaches, defaults, terminations, accelerations the failure to make or Liens obtain which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect, no GTY Party is required to give any notice to, make any filing with, or obtain any Permit or Consent of any Governmental Body or any other Person in order to consummate the CompanyTransaction.
(b) No consentThere is no Order, approvaland no Proceeding is pending or threatened in writing, Order or authorization ofagainst any GTY Party, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries their assets, properties or rights, that (i) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of NasdaqTransaction, (ii) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the filing and recordation consummation of the Certificate of Merger with the Secretary of State of the State of DelawareTransaction, or (iii) compliance prohibits the GTY Parties from complying with their obligations under this Agreement or any applicable requirements of Ancillary Agreement or otherwise consummating the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerTransaction.
Appears in 1 contract
Samples: Unit Purchase Agreement (GTY Technology Holdings Inc.)
Non-contravention; Required Consents. (a) The executionExcept as set forth on Schedule 4.13(a) of the Company Disclosure Schedules, the execution and delivery or performance by the Company of this AgreementAgreement and the Transaction Documents, the consummation of the Offertransactions contemplated hereby and thereby, the consummation by the Company of the Merger and the compliance by the Company with any of the terms provisions hereof do not and or thereof will not (i) violate result in any violation or breach of, or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute cause a default (with or an event which with without notice or lapse of time time, or both would become both) under, or give rise to a default) right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of the Company Group to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 Liens upon any of the properties or assets of the Company Group under (other than Permitted Liens) any provision of: (i) subject to obtaining the Required Stockholder Vote, the certificate of incorporation or bylaws or other charter or Organizational Documents of the Company; (ii) any Contract or Permit to which the Company Group is a party or by which any of the properties or assets of the Company Group are bound; or (iii) assuming that all Consents, Permits, authorizations, filings or notices contemplated by Section 4.13(b) have been obtained or made and, in the case of the consummation of the First Merger, obtaining the Required Stockholder Vote, any Order applicable to the Company Group or by which any of the properties or assets of the Company Group are bound or any of its Subsidiariesapplicable Legal Requirement, except, in the case of each of the foregoing clauses (ii), (iii) and (iv) aboveiii), for such any violations, breaches, conflicts, breaches, defaults, terminations, accelerations cancellations, accelerations, losses, obligations, increases, guarantees, rights, entitlements or Liens which that, in each case, (A) would notnot be material to the Company and its Subsidiaries taken as a whole, individually or (B) would reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby on a timely basis and in any event on or before the aggregate, have a Material Adverse Effect on the CompanyEnd Date.
(b) No consent, approval, Order order or authorization ofof ("Consent"), or registration, declaration or filing or registration ("Filing") with, or notification to (any of the foregoing being a “Consent”)Permit from, any Governmental Authority Authority, is required on the part of to be obtained or made by the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance by the Company of this Agreement and the consummation Transaction Documents, the compliance by the Company Group with any of the provisions hereof or thereof, and the consummation of the transactions contemplated herebyhereby or thereby, except for: (i) Filings under and the expiration or termination of any applicable requirementswaiting period under the HSR Act and any other applicable Antitrust Laws and Filings with and Consents from, if any, the Governmental Authorities set forth in Schedule 9.1(b) of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, Company Disclosure Schedules; (ii) the filing and recordation of the Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of DelawareDelaware and the Secretary of State of Indiana, as applicable; (iii) compliance with such Filings and Consents as may be required by any applicable requirements of state securities or "blue sky" or takeover laws; (iv) such Filings and Consents as may be required by any securities, corporate or other applicable Laws (together with the HSR Act Filings and any applicable foreign antitrust, competition or merger control laws Consents required under clauses (i) and (iviii) above, the "Required Company Statutory Approvals"); and (v) such other Consents, Filings, Permits or notices which if not obtained or made (A) would not be material to the failure of which to obtain Company and its Subsidiaries taken as a whole or (B) would not, individually or in the aggregate, reasonably be reasonably expected to have prevent, materially impede or materially delay the consummation of the transactions contemplated hereby on a material adverse effect timely basis and in any event on or before the ability of Parent or the Company to consummate the Offer or the MergerEnd Date.
Appears in 1 contract
Samples: Merger Agreement (Inotiv, Inc.)
Non-contravention; Required Consents. (a) The Except as set forth in Section 2.4 of the Company’s Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, TABLE OF CONTENTS
(ia) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the any Company Party, or any of its Subsidiaries OC Holder (except where such violation 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 the Company 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 conflict would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect), or (ii) provision of the Company.
Organizational Documents of any Company Party; (b) No consent, approval, Order or authorization of, or filing or registration conflict with, or notification to result in a breach of (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) where such other Consents, the failure of which to obtain breach would not, individually or in the aggregate, reasonably be reasonably expected to have a material adverse effect on Material Adverse Effect), constitute a default under (with or without notice, lapse of time or both), result in the ability acceleration of, create in any party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any Company Party is a party or by which any of Parent their respective assets are bound or subject; (c) result in the creation or imposition of any Lien upon the Capital Stock or assets of any Company Party or any of the OC Shares; or (d) require any notice to, filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Offer Transaction. There is no Order, and no Proceeding is pending, or to the Knowledge of the Company, threatened in writing, against any OC Holder, any Company Party or the MergerBusiness, or any of their respective assets, properties or rights, that (x) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the Transaction, (y) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the consummation of the Transaction, or (z) prohibits any OC Holder or any Company Party from complying with its obligations under this Agreement or any Ancillary Agreement or otherwise consummating the Transaction. The representations and warranties set forth in this Section 2.4 shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound and which is a Material Contract, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Company Stockholder Approval, violate or conflict with any Law Legal Requirement or Order applicable to the Company 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 (other than a Permitted Encumbrance) upon any of the properties or assets of the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect on the Company.
(b) Effect. No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the First Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of State and such filings with Governmental Entities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the State of DelawareExchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or competition, merger control or similar laws and (iv) such other ConsentsConsents of Governmental Entities, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The executionExcept as described on the Disclosure Schedule, the execution and delivery or performance by the Company of this AgreementAgreement and the Related Agreements, the consummation of the Offertransactions contemplated hereby and thereby, the consummation by the Company of the Merger and the compliance with the provisions of this Agreement and the Related Agreements by each of Xxxxxx and PHC (to the Company with any of the terms hereof do not and extent he or it is a party thereto) will not not: (i) violate or conflict with any provision or violate the organizational documents of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, Acquired Companies; (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or result in impair any of the termination Acquired Companies' rights or the obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 an Encumbrance on any of the properties or assets of the Company Acquired Companies pursuant to any loan, credit agreement, note, bond, mortgage, deed of trust, indenture, reciprocal easement agreement, lease or other agreement to which any of the Acquired Companies or its or any of its Subsidiariestheir respective properties are bound or affected; or (iii) conflict with or violate any judgment, exceptorder, decree, statute, law, ordinance, rule or regulation applicable to the Acquired Companies or their respective properties, assets or stock, other than, in the case of each of clauses clause (ii) or (iii), (iii) and (iv) above, for any such violations, conflicts, breachesviolations, defaults, terminations, accelerations rights or Liens which Encumbrances that would not, individually or in the aggregate, have a not (x) constitute an Acquired Company Material Adverse Effect on or (y) prevent the Companyconsummation of the transactions contemplated hereby.
(b) No The execution and delivery of this Agreement by Xxxxxx and PHC do not, and the performance of this Agreement by Xxxxxx and PHC will not, require any consent, approval, Order authorization or authorization permit of, or filing or registration with, with or notification to (any of the foregoing being a “Consent”)to, any Governmental Authority is required on the part of the Company governmental or any of its Subsidiaries in connection with the executionregulatory authority, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebydomestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws"blue sky" laws and the National Association of Securities Dealers, the rules Inc., and regulations of Nasdaq, (ii) the filing and recordation where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Certificate of Merger with the Secretary of State of the State of Delawaretransactions contemplated hereby or otherwise prevent Xxxxxx or PHC from performing its respective obligations under this Agreement, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to not have a material adverse effect on the ability of Parent or the an Acquired Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Equivest Finance Inc)
Non-contravention; Required Consents. (a) The executionExcept as described on the Disclosure Schedule, the execution and delivery or performance by the Company of this AgreementAgreement and the Related Agreements, the consummation of the Offertransactions contemplated hereby and thereby, the consummation by the Company of the Merger and the compliance with the provisions of this Agreement and the Related Agreements by each of Kinsxx xxx PHC (to the Company with any of the terms hereof do not and extent he or it is a party thereto) will not not: (i) violate or conflict with any provision or violate the organizational documents of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, Acquired Companies; (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or result in impair any of the termination Acquired Companies' rights or the obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to the Company 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 an Encumbrance on any of the properties or assets of the Company Acquired Companies pursuant to any loan, credit agreement, note, bond, mortgage, deed of trust, indenture, reciprocal easement agreement, lease or other agreement to which any of the Acquired Companies or its or any of its Subsidiariestheir respective properties are bound or affected; or (iii) conflict with or violate any judgment, exceptorder, decree, statute, law, ordinance, rule or regulation applicable to the Acquired Companies or their respective properties, assets or stock, other than, in the case of each of clauses clause (ii) or (iii), (iii) and (iv) above, for any such violations, conflicts, breachesviolations, defaults, terminations, accelerations rights or Liens which Encumbrances that would not, individually or in the aggregate, have a not (x) constitute an Acquired Company Material Adverse Effect on or (y) prevent the Companyconsummation of the transactions contemplated hereby.
(b) No The execution and delivery of this Agreement by Kinsxx xxx PHC do not, and the performance of this Agreement by Kinsxx xxx PHC will not, require any consent, approval, Order authorization or authorization permit of, or filing or registration with, with or notification to (any of the foregoing being a “Consent”)to, any Governmental Authority is required on the part of the Company governmental or any of its Subsidiaries in connection with the executionregulatory authority, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebydomestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws"blue sky" laws and the National Association of Securities Dealers, the rules Inc., and regulations of Nasdaq, (ii) the filing and recordation where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Certificate of Merger with the Secretary of State of the State of Delawaretransactions contemplated hereby or otherwise prevent Kinsxx xx PHC from performing its respective obligations under this Agreement, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to not have a material adverse effect on the ability of Parent or the an Acquired Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Kinser C Wayne)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, 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 Material Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Law Legal Requirement or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect or have a material adverse effect on the Companyability of the parties to consummate the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Offer, transactions contemplated hereby (including the consummation by Offer and the Company of the Merger Merger) and the compliance by the Company Parent and Merger Sub with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company Parent or other equivalent charter documents of any of the Company’s SubsidiariesMerger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contractof the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 5.3(b) hereof, violate or conflict with any Law Legal Requirement or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which any of their properties or assets are bound or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company Parent or any of its SubsidiariesMerger Sub, except, 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, individually or in the aggregate, not have a Parent Material Adverse Effect on the CompanyEffect.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable Legal Requirements of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to not have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii4.5(a)(ii) of the Company Disclosure Schedule, 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 Material Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Law Legal Requirement or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, not have a Company Material Adverse Effect or have a material adverse effect on the Companyability of the parties to consummate the Offer and the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to not have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent of this Agreement, the consummation of the OfferRelated Agreements, the consummation by the Company Parent of the Merger transactions contemplated hereby and thereby and the compliance by the Company Parent with any of the terms hereof and thereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or incorporation, bylaws of the Company or other equivalent charter constituent documents (as applicable) of any of the Company’s SubsidiariesParent, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contractmaterial Contract to which Parent, Total S.A. or any of their Subsidiaries is a party, by which Parent, Total S.A. or any of their Subsidiaries are bound or to which any of the assets or properties of Parent, Total S.A. or any of their Subsidiaries is subject, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Law or Order applicable to the Company Parent, Total S.A. or any of its their 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 the Company Parent, Total S.A. or any of its their 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, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on the Companyability of Parent to consummate the Offer.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any consent of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company Parent or any of its Subsidiaries Affiliates in connection with the execution, delivery and performance by the Company Parent of this Agreement and the Related Agreements and the consummation by the Company Parent and Total S.A. of the transactions contemplated herebyhereby and thereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustthe EC Merger Regulation, competition or merger control laws and (iviii) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerOffer.
Appears in 1 contract
Non-contravention; Required Consents. (a) The Except as set forth in Section 3.4 of GTY’s Disclosure Schedule, the execution, delivery or and performance by the Company of this Agreement and each Ancillary Agreement, and the consummation of the OfferTransaction, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do does not and will not not, directly or indirectly, (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or other equivalent charter documents of any of the Company’s Subsidiaries, (iiA) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) subject to obtaining the Requisite Merger Approval, violate or conflict with any Law or Order applicable to any GTY Party, or (B) provision of the Company Organizational Documents of any GTY Party; (ii) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any of its Subsidiaries party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any GTY Party is a party or by which any of their properties or respective assets are bound or subject; or (iviii) result in the creation or imposition of any Lien upon any Holdings Common Stock or any assets of any GTY Party, other than Permitted Liens. Except (w) as set forth on Section 3.4 of GTY’s Disclosure Schedule, (x) the Required Vote, (y) the filing with the SEC of the properties or assets of Registration Statement and such other documents in compliance with the Company or Securities Exchange Act and the Securities Act as may be required in connection with this Agreement, any of its Subsidiaries, except, in Ancillary Agreement and the case of each of clauses (ii), (iii) Transaction and (ivz) abovesuch Consents and Permits, for such violations, conflicts, breaches, defaults, terminations, accelerations the failure to make or Liens obtain which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect, no GTY Party is required to give any notice to, make any filing with, or obtain any Permit or Consent of any Governmental Body or any other Person in order to consummate the CompanyTransaction.
(b) No consentThere is no Order, approvaland no Proceeding is pending or threatened in writing, Order or authorization ofagainst any GTY Party, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries their assets, properties or rights, that (i) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of NasdaqTransaction, (ii) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the filing and recordation consummation of the Certificate of Merger with the Secretary of State of the State of DelawareTransaction, or (iii) compliance prohibits the GTY Parties from complying with their obligations under this Agreement or any applicable requirements of Ancillary Agreement or otherwise consummating the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerTransaction.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii4.5(a) of the Company Disclosure Schedule, 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 Material Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Law law or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect or have a material adverse effect on the Companyability of the Company to consummate the Offer and the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Offer and the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The Assuming the Requisite Shareholder Approval is obtained, the execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure ScheduleLetter, 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, or result in the loss of any material benefit or the imposition of any additional payment or other material Liability under, any Material Contract, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Shareholder Approval, violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, except, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, breaches, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on or would prevent the Companyconsummation of the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (ii) such filings and approvals as may be required by Nasdaq or any federal or state securities or Takeover Laws, including compliance with any applicable requirements of the State Securities Act or the Exchange Act (including the filing with the SEC of Delawarethe Proxy Statement/Prospectus and the filing of the Form S-4 and the declaration of effectiveness of the Form S-4), (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustother Antitrust Laws, competition or merger control laws (iv) the Requisite Shareholder Approval, (v) the approvals set forth in Section 3.5(b) of the Company Disclosure Letter and (ivvi) such other Consents, the failure of which to obtain obtain, which would notnot reasonably be expected to be, individually or in the aggregate, be reasonably expected material to have a material adverse effect on the ability of Parent or the Company to consummate and its Subsidiaries, taken as a whole, and would not reasonably have, individually or in the Offer aggregate, a Company Material Adverse Effect or would prevent the consummation of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Oclaro, Inc.)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, 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 Material Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Law Legal Requirement or Order applicable to the Company 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 the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect or have a material adverse effect on the Companyability of the parties to consummate the Merger.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (iiiii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exxxxxxx Xxx, (xxx) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company Parent, Merger Sub and Merger Sub LLC of this Agreement, the consummation by Parent, Merger Sub and Merger Sub LLC of the Offer, transactions contemplated hereby (including the consummation by the Company of the Merger Merger) and the compliance by the Company Parent, Merger Sub and Merger Sub LLC with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesParent or Merger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, violate, conflict with, 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 materially accelerate the performance required by, or result in a right of termination or material acceleration under, or result in the loss of any Material Contractmaterial benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Applicable Law or Order applicable to the Company 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 (other than Permitted Liens) upon any of the properties or assets of the Company Parent or any of its SubsidiariesMerger Sub, except, 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 notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect on or would not reasonably be expected to prevent, materially delay or materially impair the Companyability of Parent, Merger Sub and Merger Sub LLC to consummate the transactions contemplated by this Agreement in accordance with the terms hereof or Applicable Law.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company Parent, Merger Sub or any of its their Subsidiaries in connection with the execution, delivery and performance by the Company Parent, Merger Sub and Merger Sub LLC of this Agreement and the consummation by the Company Parent, Merger Sub and Merger Sub LLC of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate Agreement of Merger with the California Secretary of State as required by the CCC, (ii) such filings and approvals as may be required by the Nasdaq or any federal or state securities laws, including compliance with any applicable requirements of the State Exchange Act (including the filing with the SEC the Proxy Statement/Prospectus and the filing of Delawarethe Form S-4 and the declaration of effectives of the Form S-4) , (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws other Antitrust Laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to be have a material adverse effect on Parent Material Adverse Effect or would not reasonably be expected to prevent, materially delay or materially impair the ability of Parent or the Company Parent, Merger Sub and Merger Sub LLC to consummate the Offer transactions contemplated by this Agreement in accordance with the terms hereof or the MergerApplicable Law.
Appears in 1 contract
Samples: Merger Agreement (Micrel Inc)
Non-contravention; Required Consents. (a) The executionexecution and delivery of this Agreement by the Company, delivery or the performance by the Company of this Agreement, its covenants and obligations hereunder and the consummation of the Offer, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate Certificate of incorporation Incorporation or bylaws of the Company or other equivalent charter documents of any Bylaws of the Company’s Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material Contract, (iii) assuming compliance with the matters referred to in Section 3.3(b)(i), (ii) and (iii) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Company Stockholder Approval, violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound bound, or (iv) result in the creation of any Lien lien upon any of the properties or assets of the Company or any of its Subsidiaries, except, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens liens which would not, individually or in the aggregate, not (A) have a Company Material Adverse Effect on Effect, (B) prevent or materially delay the consummation of the Merger, or (C) prevent or materially delay the Company’s performance of its material obligations under this Agreement.
(b) No consent, approval, Order order or authorization of, or filing or registration with, or notification to (any of the foregoing being referred to herein as a “Consent”), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the executionexecution and delivery of this Agreement by the Company, delivery and the performance by the Company of this Agreement its covenants and obligations hereunder or the consummation by the Company of the transactions contemplated herebyMerger, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State State, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the State of Delaware, Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustAntitrust Laws, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to not have a material adverse effect on Company Material Adverse Effect, prevent or materially delay the consummation of the Merger or the ability of Parent or the Company to consummate the Offer or the Mergerfully perform its covenants and obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Open Text Corp)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (i1) violate or conflict with any provision of the certificate of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii2) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure ScheduleLetter, 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, or result in the loss of any Material Contractmaterial benefit or the imposition of any additional payment or other Liability under, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets may be bound, (iii3) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Applicable Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv4) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, except, 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 notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on or to prevent, materially delay or materially impair the Companyability of the Company to consummate the transaction contemplated by this Agreement in accordance with the terms hereof and Applicable Law.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by Delaware Law, (ii) such filings, approvals and other Consents as may be required by the Nasdaq or any federal or state securities Laws, including compliance with any applicable requirements of the State of DelawareExchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws other Antitrust Laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have a material adverse effect on Company Material Adverse Effect or to prevent, materially delay or materially impair the ability of Parent or the Company to consummate the Offer or transaction contemplated by this Agreement in accordance with the Mergerterms hereof and Applicable Law.
Appears in 1 contract
Non-contravention; Required Consents. (a) The executionexecution and delivery of this Agreement by each of Parent and Merger Sub, delivery or the performance by the Company each of Parent and Merger Sub of their respective covenants and obligations under this Agreement, hereunder and the consummation of the Offer, the consummation by the Company of the Merger and the compliance by the Company with any of the terms hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation charters or bylaws of the Company or other equivalent charter constituent documents of any of the Company’s SubsidiariesParent or Merger Sub, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii) of the Company Disclosure Schedule, 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 Material of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining the Requisite Merger Approvalin Section 4.3(b), violate or conflict with any Law or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which any of their properties or assets are bound or (iv) result in the creation of any Lien lien (other than Permitted Liens) upon any of the properties or assets of the Company Parent or any of its SubsidiariesMerger Sub, except, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens liens which would not, individually or in the aggregate, not (A) have a Parent Material Adverse Effect on Effect, (B) prevent or materially delay the Companyconsummation of the Merger, and (C) prevent or materially delay Parent’s and Merger Sub’s performance of their respective material obligations under this Agreement.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company Parent, Merger Sub or any of its Subsidiaries their Affiliates in connection with the execution, execution and delivery and performance by the Company of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of their respective covenants and obligations under this Agreement or the consummation by the Company of the transactions contemplated herebyMerger, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State State, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the State of DelawareExchange Act, or Canadian provincial securities laws, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustAntitrust Laws, competition or merger control laws and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on prevent or materially delay the consummation of the Merger or the ability of Parent or the Company and Merger Sub to consummate the Offer or the Mergerfully perform their respective covenants and obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Open Text Corp)
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the terms provisions hereof do not and will not (iA) violate or conflict with any provision of the certificate of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (iiA) subject to obtaining such the Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure ScheduleLetter, 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, or result in the loss of any Material Contractmaterial benefit or the imposition of any additional payment or other Liability under, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets may be bound, (iiiA) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Merger Stockholder Approval, violate or conflict with any Applicable Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (ivA) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, except, 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 notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on or to prevent, materially delay or materially impair the Companyability of the Company to consummate the transaction contemplated by this Agreement in accordance with the terms hereof and Applicable Law.
(b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Delaware Secretary of State as required by Delaware Law, (ii) such filings, approvals and other Consents as may be required by the Nasdaq or any federal or state securities Laws, including compliance with any applicable requirements of the State of DelawareExchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrust, competition or merger control laws other Antitrust Laws and (iv) such other Consents, the failure of which to obtain would notobtain, individually or in the aggregate, would not reasonably be reasonably expected to have a material adverse effect on Company Material Adverse Effect or to prevent, materially delay or materially impair the ability of Parent or the Company to consummate the Offer or transaction contemplated by this Agreement in accordance with the Mergerterms hereof and Applicable Law.
Appears in 1 contract
Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation of the Offer, the consummation by the Company of the Merger transactions contemplated hereby and the compliance by the Company with any of the terms provisions hereof do not and will not (i) violate or conflict with any provision of the certificate certificates of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of the Company’s its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.3(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, 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 Material ContractContract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) subject assuming compliance with the matters referred to obtaining in Section 3.5(b), to the Requisite Merger ApprovalKnowledge of the Company, violate or conflict with any Order or Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) except as set forth in Section 3.5(a)(iv) of the Company Disclosure Schedule, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, except, 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, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect.
(b) No To the Knowledge of the Company, no consent, approval, Order order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, the rules and regulations of Nasdaq, (ii) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and such filings with Governmental Entities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign antitrustLaws, competition (iv) those that may be required solely by reason of Parent’s or merger control laws Merger Sub’s (as opposed to any other Person’s) participation in the transactions contemplated hereby, (v) notices to, or consents, approvals or waivers from, to the extent required, from regulatory entities as set forth in Section 3.5(b) of the Company Disclosure Schedule, (vi) as set forth in Section 3.5(b) of the Company Disclosure Schedule, and (ivvii) such other Consents, the failure of which to obtain would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of Parent or the Company to consummate the Offer or the MergerMaterial Adverse Effect.
Appears in 1 contract