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

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby and the compliance by the Company with the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 3.5(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 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 properties or Assets may be bound, (iii) assuming, in the case of the consummation of the Merger, the receipt of the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b), violate or conflict with any Order or Law 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, other than any such event described in items (ii), (iii) and (iv) that, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents Charter Documents of the Company or any of its Subsidiaries, ; (ii) subject to obtaining such the Consents set forth in Section 3.5(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 benefit or the imposition of any additional payment or other Liability under, or 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 pursuant to, any Contract to which the Company or any of its Subsidiaries is are a party or by which the Company, any of its Subsidiaries them or any of their respective properties or Assets assets may be bound, bound or affected; or (iii) assumingassuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, the receipt of subject to obtaining the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b)Shareholder Approval, violate or conflict with any Order Applicable Law or Law applicable to the Company or any of its Subsidiaries or by which any of their properties or Assets are bound or (iv) result Order, except in the creation case of any Lien, other than Permitted Liens, upon any each of the properties or Assets of the Company or any of its Subsidiaries, other than any such event described in items clauses (ii), ) through (iii) and (iv) thatabove, for such violations, conflicts, defaults, terminations, revocations, accelerations, Liabilities or Liens which, individually or in the aggregate, has not had and would not reasonably be expected to have or result in be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

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 by the Company of the transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates certificate of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such the Consents set forth in Section 3.5(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 Contract to which material benefit or the Company imposition of any additional payment or any of its Subsidiaries is a party or by which the Companyother material Liability under, any of its Subsidiaries or any of their properties or Assets may be boundMaterial Contract, (iii) assumingassuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, the receipt of subject to obtaining the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b)Shareholder Approval, violate or conflict with any Applicable Law or Order or Law 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, Lien (other than Permitted Liens, ) upon any of the properties or Assets assets of the Company or any of its Subsidiaries, other than any such event described except in items the case of each of clauses (ii), (iii) and (iv) thatabove, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse EffectEffect or would prevent the consummation of the Merger.

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 by the Company of the transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates its certificate of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiariesbylaws, (ii) subject to obtaining such the Consents set forth in Section 3.5(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 Contract to which material benefit or the Company imposition of any additional payment or any of its Subsidiaries is a party or by which the Companyother material Liability under, any of its Subsidiaries or any of their properties or Assets may be boundMaterial Contract, (iii) assumingassuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, the receipt of subject to obtaining the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b)Approval, violate or conflict with any Applicable Law or Order or Law 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, Lien (other than Permitted Liens, ) upon any of the properties or Assets assets of the Company or any of its Subsidiaries, other than any such event described except in items the case of each of clauses (ii), (iii) and (iv) thatabove, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which have not had or would not reasonably be expected to have, individually or in the aggregate, has not had a Company Material Adverse Effect and would not reasonably be expected to have prevent or result materially impair or delay the consummation of the Merger in a Company Material Adverse Effectaccordance with the terms hereof.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates articles of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 3.5(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 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 assets may be bound, (iii) assumingassuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, the receipt of subject to obtaining the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b)Shareholder Approval, violate or conflict with any Law or Order or Law 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, other than Permitted Liens, Lien upon any of the properties or Assets assets of the Company or any of its Subsidiaries, other than any such event described except in items the case of each of clauses (ii), (iii) and (iv) thatabove, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which, individually or in the aggregate, has would not had reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and would not reasonably be expected to have materially impede the ability of the Company to consummate the transactions contemplated by this Agreement in accordance with the terms hereof or result in a Company Material Adverse Effectapplicable Law.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates certificate of incorporation or bylaws or other constituent documents of the Company or any of its SubsidiariesCompany, (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 3.5(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 Contract to which material benefit or the Company imposition of any additional payment or any of its Subsidiaries is a party or by which the Companyother Liability under, any of its Subsidiaries or any of their properties or Assets may be boundMaterial Contract, (iiiiv) assumingassuming 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, the receipt of subject to obtaining the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b)Approval, violate or conflict with any Applicable Law or Order or Law 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, Lien (other than Permitted Liens, ) upon any of the properties or Assets assets of the Company or any of its Subsidiaries, other than any such event described except in items the case of each of clauses (ii), (iii), (iv) and (ivv) thatabove, for such violations, conflicts, defaults, terminations, accelerations or Liens which, individually or in the aggregate, has have not had and would not reasonably be expected to have have, individually or result in the aggregate, a Company Material Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 3.5(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 Contract 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 assets may be bound, (iii) assumingassuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, the receipt of subject to obtaining the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b)Approval, violate or conflict with any Legal Requirement or Order or Law 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, other than Permitted Liens, Lien upon any of the properties or Assets assets of the Company or any of its Subsidiaries, other than any such event described except in items the case of each of clauses (ii), (iii) and (iv) thatabove, individually for such violations, conflicts, defaults, terminations, accelerations or in the aggregate, has not had and Liens which would not reasonably be expected to have or result in a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the parties to consummate the Offer and the Merger.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the Related Agreements, the consummation by the Company of the Offer and the other transactions contemplated hereby and thereby, and the compliance by the Company with any of the provisions terms hereof and thereof do not and will not (i) violate or conflict with any provision of the certificates certificate of incorporation or bylaws or other constituent documents of the Company or other equivalent charter documents of any of its the Company’s Subsidiaries, the Solar SPEs or Joint Ventures, (ii) subject to obtaining such the Consents set forth in Section 3.5(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 to which the Company or any of its Subsidiaries is a party or party, by which the Company, Company or any of its Subsidiaries or any of their properties or Assets may be bound, or to which any of the assets or properties of the Company or any of its Subsidiaries is subject, (iii) assuming, in the case of the consummation of the Merger, the receipt of the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b), violate or conflict with any Law or Order or Law applicable to the Company or any of its Subsidiaries Subsidiaries, Solar SPEs or Joint Ventures or by which any of their properties or Assets assets are bound or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the properties or Assets assets of the Company or any of its Subsidiaries, other than any such event described except, in items the case of each of clauses (ii), (iii) and (iv) thatabove, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, has not had and would not reasonably be expected to (A) have or result in a Company Material Adverse Effect, or (B) materially impede or delay the Company’s performance of its material obligations under this Agreement or the Related Agreements.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents except as set forth in Section 3.5(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 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 properties or Assets assets may be bound, (iii) assuming, in the case of the consummation of the Merger, the receipt of the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b)) and the receipt of the Stockholder Approval, violate or conflict with any Order or Law 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, other than Permitted Liens, Lien upon any of the properties or Assets assets of the Company or any of its Subsidiaries, other than any such event described except in items the case of each of clauses (ii), (iii) and (iv) thatabove, for such violations, conflicts, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents Charter Documents of the Company or any of its Subsidiaries, ; (ii) subject to obtaining such the Consents set forth in Section 3.5(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 Contract to which benefit or the imposition of any additional payment or other liability under, or 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 is pursuant to, any contract to which the Company or its Subsidiaries are a party or by which the Company, any of its Subsidiaries them or any of their respective properties or Assets assets may be bound, bound or affected; or (iii) assumingassuming compliance with the matters referred to in Section 3.4(b) and, in the case of the consummation of the Merger, the receipt of subject to obtaining the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b)Shareholder Approval, violate or conflict with any Order Applicable Law or Law applicable to the Company or any of its Subsidiaries or by which any of their properties or Assets are bound or (iv) result Order, except in the creation case of any Lien, other than Permitted Liens, upon any each of the properties or Assets of the Company or any of its Subsidiaries, other than any such event described in items clauses (ii), ) through (iii) and (iv) thatabove, for such violations, conflicts, defaults, terminations, revocations, accelerations, liabilities or Liens which, individually or in the aggregate, has not had and would not reasonably be expected to have or result in be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 3.5(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 Contract 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 assets may be bound, (iii) assumingassuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, to obtaining the receipt of the Requisite Stockholder Approval and assuming compliance with the matters referred to in Section 3.5(b)Approval, violate or conflict with any Order or Law 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, other than Permitted Liens, Lien upon any of the properties or Assets assets of the Company or any of its Subsidiaries, other than any such event described except in items the case of each of clauses (ii), (iii) and (iv) thatabove, for such violations, conflicts, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect.