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

Non-contravention; Required Consents. (a) Except as set forth on Schedule 4.12(a), the execution and delivery by the Company of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with any of the provisions hereof or thereof will not result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a 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 to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company under any provision of: (i) the articles of incorporation or bylaws or other charter or Organizational Documents of the Company; (ii) any Contract or Permit to which the Company is a party or by which any of the properties or assets of the Company are bound; (iii) any Order applicable to the Company or by which any of the properties or assets of the Company are bound; or (iv) any applicable Legal Requirement. (b) No Consent, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company in connection with the execution and delivery of this Agreement or the Transaction Documents, the compliance by the Company with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by the Company of any action contemplated hereby or thereby. (c) The Company Board and Stockholders have by joint unanimous written consent duly authorized, approved, and directed the Company to enter into this Agreement and the Transaction Documents, as applicable, and give effect to the Mergers following satisfaction of the conditions set forth in this Agreement.

Non-contravention; Required Consents. (a) Except as set forth on Schedule 4.12(a3.13(a), the execution and delivery by the Company Seller of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company Seller with any of the provisions hereof or thereof will not result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a 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 Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company Seller under any provision of: (i) the articles certificate of incorporation formation or bylaws operating agreement or other charter or Organizational Documents organizational documents of the CompanySeller; (ii) any Contract material Permit or Permit any Assumed Contract; (iii) any Order applicable to which the Company is a party Seller or by which any of the properties or assets of the Company are bound; (iii) any Order applicable to the Company or by which any of the properties or assets of the Company Seller are bound; or (iv) any applicable Legal Requirement. (b) No Except as set forth on Schedule 3.13(a), no Consent, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company Seller in connection with (i) the execution and delivery of this Agreement or the Transaction Documents, the compliance by the Company Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by the Company Seller of any action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Assumed Contract or material Permit. (c) The Company Board and Stockholders have by joint unanimous written consent duly authorized, approved, and directed the Company to enter into this Agreement and the Transaction Documents, as applicable, and give effect to the Mergers following satisfaction of the conditions set forth in this Agreement.

Non-contravention; Required Consents. (a) Except as set forth on Schedule 4.12(a5.12(a), the execution and delivery by the Company of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with any of the provisions hereof or thereof will not result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a 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 to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company under any provision of: (i) the articles of incorporation or bylaws or other charter or Organizational Documents of the Company; (ii) any Contract or Permit to which the Company is a party or by which any of the properties or assets of the Company are bound; (iii) any Order applicable to the Company or by which any of the properties or assets of the Company are bound; or (iv) any applicable Legal Requirement. (b) No Consent, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company in connection with (i) the execution and delivery of this Agreement or the Transaction Documents, the compliance by the Company or Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by the Company or Seller of any action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit. (c) The Company Board and Stockholders have by joint unanimous written consent duly authorized, approved, and directed the Company to enter into this Agreement and the Transaction Documents, as applicable, and give effect to the Mergers following satisfaction of the conditions set forth in this Agreement.

Non-contravention; Required Consents. (a) Except as set forth on Schedule 4.12(a)3.13(a) of the Disclosure Schedule, the execution and delivery by the Company Sellers of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and or compliance by the Company Sellers with any of the provisions hereof or thereof will not result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or of the loss of a material benefit under, or give rise to any obligation of the Company Sellers to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets asserts of the Company Sellers under any provision of: (i) the articles of incorporation or bylaws organization, bylaws, operating agreement or other charter or Organizational Documents organizational documents of the Companyany Seller; (ii) any Material Assumed Contract or Permit to which the Company any Seller is a party or by which any of the properties or assets of the Company Purchased Assets are bound; (iii) any Order applicable to the Company Sellers or by which any of the properties or assets of the Company Purchased Assets are bound; or (iv) any applicable Legal Requirement. (b) No Consent, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company Sellers in connection with (i) the execution and delivery of this Agreement or the Transaction Documents, the compliance by the Company Sellers with any of the provisions hereof or and thereof, the consummation of the transactions contemplated hereby or and thereby or the taking by the Company Sellers of any action contemplated hereby or thereby. , or (cii) The Company Board the continuing validity and Stockholders have by joint unanimous written consent duly authorizedeffectiveness immediately following the Closing of any Material Assumed Contract or Permit, approved, and directed the Company to enter into this Agreement and the Transaction Documents, except as applicable, and give effect to the Mergers following satisfaction set forth on Schedule 3.13(b) of the conditions set forth in this AgreementDisclosure Schedules.

Non-contravention; Required Consents. (a) Except as set forth on Schedule 4.12(a)Section 4.13(a) of the Disclosure Schedules, the execution and delivery by the Company of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with any of the provisions hereof or thereof will not result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a 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 to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company under any provision of: (i) the articles of incorporation or bylaws or other charter or Organizational Documents of the Company; (ii) any Contract or Permit to which the Company is a party or by which any of the properties or assets of the Company are bound; (iii) any Order applicable to the Company or by which any of the properties or assets of the Company are bound; or (iv) any applicable Legal Requirement. (b) No Consentconsent set forth on Section 4.13(a) of the Disclosure Schedules, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company in connection with the execution and delivery of this Agreement or the other Transaction Documents, the compliance by the Company with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by the Company of any action contemplated hereby or thereby. (c) The Company Board and Stockholders have by joint unanimous written consent duly authorized, approved, and directed the Company to enter into this Agreement and the Transaction Documents, as applicable, and give effect to the Mergers following satisfaction of the conditions set forth in this Agreement.

Non-contravention; Required Consents. (a) Except as set forth on Schedule 4.12(a3.13(a), the execution and delivery by the Company Seller of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company Seller with any of the provisions hereof or thereof will not result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a 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 Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company Seller under any provision of: (i) the articles of incorporation or bylaws or other charter or Organizational Documents organizational documents of the CompanySeller; (ii) any Material Contract or material Permit to which the Company Seller is a party or by which any of the properties or assets of the Company Seller are bound; (iii) any Order applicable to the Company Seller or by which any of the properties or assets of the Company Seller are bound; or (iv) any applicable Legal Requirement. (b) No Consent, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company Seller in connection with (i) the execution and delivery of this Agreement or the Transaction Documents, the compliance by the Company Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by the Company Seller of any action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Material Contract or Permit provided that it is understood that Seller will only obtain consents to Material Contracts and Permits listed on Schedule 3.13(b). (c) The Company Board and Stockholders have by joint unanimous written consent duly authorized, approved, and directed the Company to enter into this Agreement and the Transaction Documents, as applicable, and give effect to the Mergers following satisfaction of the conditions set forth in this Agreement.