Common use of Non-contravention; Required Consents Clause in Contracts

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser of this Agreement, the consummation by Parent and Purchaser of the transactions contemplated hereby and the compliance by 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, bylaws or other equivalent constituent documents (as applicable) of Parent or Purchaser, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their properties or assets are bound, (iii) assuming compliance with the matters referred to in Section 5.3(b), violate or conflict with any Law or Order applicable to Parent or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, be material to Parent and its Subsidiaries, taken as a whole.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser Merger Sub of this Agreement, the consummation by Parent and Purchaser Merger Sub of the transactions contemplated hereby and the compliance by Parent and Purchaser 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, incorporation or bylaws or other equivalent constituent documents (as applicable) of Parent or PurchaserMerger Sub, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which Parent or any of its Subsidiaries Merger Sub is a party or by which Parent, any of its Subsidiaries Merger Sub or any of their properties or assets are may be bound, (iii) assuming compliance with the matters referred to in Section 5.3(b4.3(b), violate or conflict with any Order or Law or Order applicable to 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 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 material expected to have or result in a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser Merger Sub of this Agreement, the consummation by Parent and Purchaser Merger Sub of the transactions contemplated hereby (including the Merger) and the compliance by Parent and Purchaser 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, incorporation or bylaws or other equivalent constituent documents (as applicable) of Parent or PurchaserMerger Sub, (ii) 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 benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent or any of its Subsidiaries Merger Sub is a party or by which Parent, any of its Subsidiaries Merger Sub or any of their respective properties or assets are may be bound, (iii) assuming compliance with the matters referred to in Section 5.3(b4.3(b), violate or conflict with any Applicable Law or Order applicable to Parent or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of 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 material expected to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser of this Agreement, the consummation by Parent and Purchaser of the transactions contemplated hereby and the compliance by 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, bylaws or other equivalent constituent documents (as applicable) of Parent or Purchaser, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their properties or assets are bound, (iii) assuming compliance with the matters referred to in Section 5.3(b), violate or conflict with any Law or Order applicable to Parent or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, be material to Parent and its Subsidiaries, taken as have a wholeMaterial Adverse Effect on Parent.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent Parent, Merger Sub One and Purchaser Merger Sub Two of this Agreement, the consummation by Parent Parent, Merger Sub One and Purchaser Merger Sub Two of the transactions contemplated hereby and the compliance by Parent Parent, Merger Sub One and Purchaser 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, bylaws or other equivalent constituent documents (as applicable) of Parent Parent, Merger Sub One or PurchaserMerger Sub Two, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their properties or assets are bound, (iii) assuming compliance with the matters referred to in Section 5.3(b4.3(b), violate or conflict with any Law or Order applicable to Parent or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, be material to Parent and its Subsidiaries, taken as have a wholeMaterial Adverse Effect on Parent.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser Merger Sub of this Agreement, the consummation by Parent and Purchaser Merger Sub of the transactions contemplated hereby (including the Merger) and the compliance by Parent and Purchaser 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, incorporation or bylaws or other equivalent constituent documents (as applicable) of Parent or PurchaserMerger Sub, (ii) 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 benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent or any of its Subsidiaries Merger Sub is a party or by which Parent, any of its Subsidiaries Parent or any of their respective properties or assets are may be bound, (iii) assuming compliance with the matters referred to in Section 5.3(b4.3(b), violate or conflict with any Applicable Law or Order applicable to Parent or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of 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 material expected to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser Merger Sub of this Agreement, the consummation by Parent and Purchaser Merger Sub of the transactions contemplated hereby and the compliance by Parent and Purchaser 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, incorporation or bylaws or other equivalent constituent documents (as applicable) of Parent or PurchaserMerger Sub, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract 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 any of its Subsidiaries Merger Sub is a party or by which Parent, any of its Subsidiaries Merger Sub or any of their properties or assets are bound, may be bound or (iii) assuming compliance with the matters referred to in Section 5.3(b4.3(b), violate or conflict with any Order or Law or Order applicable to 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 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, be material to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser Merger Sub of this Agreement, the consummation by Parent and Purchaser Merger Sub of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by Parent and Purchaser 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, incorporation or bylaws or other equivalent constituent documents (as applicable) of Parent or PurchaserMerger Sub, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract 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 any of its Subsidiaries Merger Sub is a party or by which Parent, any of its Subsidiaries Merger Sub or any of their properties or assets are may be bound, (iii) assuming compliance with the matters referred to in Section 5.3(b), violate or conflict with any Law law or Order applicable to 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 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, be material to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser Merger Sub of this Agreement, the consummation by Parent and Purchaser Merger Sub of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by Parent and Purchaser 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, incorporation or bylaws or other equivalent constituent documents (as applicable) of Parent or PurchaserMerger Sub, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract 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 any of its Subsidiaries Merger Sub is a party or by which Parent, any of its Subsidiaries Merger Sub or any of their properties or assets are may be bound, (iii) assuming compliance with the matters referred to in Section 5.3(b)) hereof, violate or conflict with any Law law or Order applicable to 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 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, be material to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser Merger Sub of this Agreement, the consummation by Parent and Purchaser Merger Sub of the transactions contemplated hereby and the compliance by Parent and Purchaser 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, incorporation or bylaws or other equivalent constituent documents (as applicable) of Parent or PurchaserMerger Sub, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract 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 any of its Subsidiaries Merger Sub is a party or by which Parent, any of its Subsidiaries Merger Sub or any of their properties or assets are may be bound, (iii) assuming compliance with the matters referred to in Section 5.3(b)4.4(b) hereof, violate or conflict with any Law Legal Requirement or Order applicable to 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 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, be material to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent Parent, Merger Sub One and Purchaser Merger Sub Two of this Agreement, the consummation by Parent Parent, Merger Sub One and Purchaser Merger Sub Two of the transactions contemplated hereby and the compliance by Parent Parent, Merger Sub One and Purchaser 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, bylaws or other equivalent constituent documents (as applicable) of Parent Parent, Merger Sub One or PurchaserMerger Sub Two, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their properties or assets are bound, (iii) assuming compliance with the matters referred to in Section 5.3(b4.3(b), violate or conflict with any Law or Order applicable to Parent or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, be material to Parent and its Subsidiaries, taken as a whole.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser Merger Sub of this Agreement, the consummation by Parent and Purchaser Merger Sub of the transactions contemplated hereby and the compliance by Parent and Purchaser 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, incorporation or bylaws or other equivalent constituent documents (as applicable) of Parent or PurchaserMerger Sub, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract 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 any of its Subsidiaries Merger Sub is a party or by which Parent, any of its Subsidiaries Merger Sub or any of their properties or assets are bound, may be bound or (iii) assuming compliance with the matters referred to in Section 5.3(b4.3(b), violate or conflict with any Order or Law or Order applicable to 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 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, be material to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Purchaser Merger Sub of this Agreement, the consummation by Parent and Purchaser Merger Sub of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by Parent and Purchaser 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, incorporation or bylaws or other equivalent constituent documents (as applicable) of Parent or PurchaserMerger Sub, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract 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 any of its Subsidiaries Merger Sub is a party or by which Parent, any of its Subsidiaries Merger Sub or any of their properties or assets are may be bound, (iii) assuming compliance with the matters referred to in Section 5.3(b)) hereof, violate or conflict with any Law Legal Requirement or Order applicable to 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 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, be material to not have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.