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

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent, Merger Sub and Merger Sub LLC of this Agreement, the consummation by Parent, Merger Sub and Merger Sub LLC of the transactions contemplated hereby (including the Merger) and the compliance by Parent, Merger Sub and Merger Sub LLC 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 Parent, Merger Sub or Merger Sub LLC, (ii) 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, 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) assuming compliance with the matters referred to in Section 4.4(b), violate or conflict with any Applicable Law or Order or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent, Merger Sub or Merger Sub LLC, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which, 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 or would prevent the consummation of the Merger.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent, Merger Sub Parent and Merger Sub LLC of this Agreement, Agreement and the consummation by Parent, Merger Sub Parent and Merger Sub LLC of the transactions contemplated hereby (including the Merger) and the compliance by Parent, Merger Sub and Merger Sub LLC with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the memorandum and articles of association, certificates of incorporation or bylaws or other constituent documents of Parent, Parent and Merger Sub or Merger Sub LLCSub, (ii) subject to obtaining the Consents set forth in Section 4.04(a) of the Parent Disclosure Letter, 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, Merger Sub Parent or Merger Sub LLC its Subsidiaries 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) assuming compliance with the matters referred to in Section 4.4(b4.04(b), violate or conflict with any Applicable Law or Order or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of ParentParent or any of its Subsidiaries, Merger Sub or Merger Sub LLC, 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, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which, 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 and (y) would not reasonably be expected to have, individually or would prevent in the consummation aggregate, a material adverse effect on the ability of Parent or Merger Sub to consummate the Mergertransactions contemplated hereby prior to the Termination Date.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent, Merger Sub and Merger Sub LLC the Company of this Agreement, the consummation by Parent, Merger Sub and Merger Sub LLC the Company of the transactions contemplated hereby (including the Merger) and the compliance by Parent, Merger Sub and Merger Sub LLC 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 Parent, Merger Sub the Company or Merger Sub LLCany of its Subsidiaries, (ii) subject to obtaining the Consents set forth in Section 3.5(a)(ii) of the Company Disclosure Letter, 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 benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent, Merger Sub the Company or Merger Sub LLC any of its Subsidiaries is a party or by which Parentthe Company, Merger Sub or Merger Sub LLC any of its Subsidiaries or any of their respective properties or assets may be bound as of the date hereofbound, (iii) assuming compliance with the matters referred to in Section 4.4(b)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 or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent, Merger Sub the Company or Merger Sub LLCany of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect or would prevent prevent, materially delay or materially impair the consummation ability of the MergerCompany to consummate the transaction contemplated by this Agreement in accordance with the terms hereof and Applicable Law.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent, Merger Sub and Merger Sub LLC of this Agreement, the consummation by Parent, Merger Sub and Merger Sub LLC of the transactions contemplated hereby (including the Merger) and the compliance by Parent, Merger Sub and Merger Sub LLC 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 Parent, Merger Sub Parent or Merger Sub LLCSub, (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 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, Merger Sub Parent 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 hereofbound, (iii) assuming compliance with the matters referred to in Section 4.4(b4.3(b), violate or conflict with any Applicable Law or Order or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent, Merger Sub Parent or Merger Sub LLCSub, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect or would prevent not reasonably be expected to prevent, materially delay or materially impair the consummation ability of Parent, Merger Sub and Merger Sub LLC to consummate the Mergertransactions contemplated by this Agreement in accordance with the terms hereof or Applicable Law.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent, Merger Sub Parent and Merger Sub LLC of this Agreement, the consummation by Parent, Merger Sub Parent and Merger Sub LLC of the transactions contemplated hereby (including the Merger) and the compliance by Parent, Merger Sub Parent and Merger Sub LLC 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 Parent, Merger Sub Parent or Merger Sub LLCany of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.5(a)(ii) of the 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 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 Parent Material Contract to which Parent, Merger Sub Parent or Merger Sub LLC any of its Subsidiaries is a party or by which Parent, Merger Sub Parent or Merger Sub LLC any of its Subsidiaries or any of their respective properties or assets may be bound as of the date hereofbound, (iii) assuming compliance with the matters referred to in Section 4.4(b4.5(b), to the Knowledge of Parent, violate or conflict with any Applicable Order or Law applicable to Parent or Order 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 (other than Permitted Liens) upon any of the properties or assets of Parent, Merger Sub Parent or Merger Sub LLCany of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens whichwhich would not, 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 or would prevent the consummation of the MergerEffect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent, Merger Sub and Merger Sub LLC the Company of this Agreement, the consummation by Parent, Merger Sub and Merger Sub LLC the Company of the transactions contemplated hereby (including the Merger) and the compliance by Parent, Merger Sub and Merger Sub LLC the Company with any of the provisions hereof do not and will not (i1) violate or conflict with any provision of the certificates certificate of incorporation or bylaws or other constituent documents of Parent, Merger Sub the Company or Merger Sub LLCany of its Subsidiaries, (ii2) subject to obtaining the Consents set forth in Section 3.5(a)(ii) of the Company Disclosure Letter, 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 benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent, Merger Sub the Company or Merger Sub LLC any of its Subsidiaries is a party or by which Parentthe Company, Merger Sub or Merger Sub LLC any of its Subsidiaries or any of their respective properties or assets may be bound as of the date hereofbound, (iii3) assuming compliance with the matters referred to in Section 4.4(b)3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Applicable Law or Order or (iv4) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent, Merger Sub the Company or Merger Sub LLCany of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect or would prevent to prevent, materially delay or materially impair the consummation ability of the MergerCompany to consummate the transaction contemplated by this Agreement in accordance with the terms hereof and Applicable Law.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent, Merger Sub 1 and Merger Sub LLC 2 of this Agreement, the consummation by Parent, Merger Sub 1 and Merger Sub LLC 2 of the transactions contemplated hereby (including the Merger) and the compliance by Parent, Merger Sub 1 and Merger Sub LLC 2 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 Parent, Merger Sub or 1, Merger Sub LLC2 or any of Parent’s Subsidiaries, (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 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other material Liability under, any Contract instrument or obligation to which Parent, Merger Sub or 1, Merger Sub LLC 2 or any Subsidiary of Parent is a party or by which Parent, Merger Sub or 1, Merger Sub LLC 2, any Subsidiary of Parent or any of their respective properties or assets may be bound as of the date hereofbound, (iii) assuming compliance with the matters referred to in Section 4.4(b)) hereof, violate or conflict with any Applicable Law Legal Requirement or Order applicable to Parent, Merger Sub 1, Merger Sub 2 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 LiensEncumbrances) upon any of the properties or assets of Parent, Merger Sub or 1, Merger Sub LLC2 or any of Parent’s Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens whichwhich would not, 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 or would prevent the consummation of the MergerEffect.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent, Merger Sub and Merger Sub LLC of this Agreement, the consummation by Parent, Merger Sub and Merger Sub LLC of the transactions contemplated hereby (including the Merger) and the compliance by Parent, Merger Sub and Merger Sub LLC 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 Parent, Merger Sub Parent or Merger Sub LLCSub, (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 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, Merger Sub or Merger Sub LLC is a party or by which Parent, Merger Sub or Sub, Merger Sub LLC or any of their respective properties or assets may be bound as of the date hereofbound, (iii) assuming compliance with the matters referred to in Section 4.4(b5.3(b), violate or conflict with any Applicable Law or Order or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent, Merger Sub Parent or Merger Sub LLCSub, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect or would prevent not reasonably be expected to prevent, materially delay or materially impair the consummation ability of Parent, Merger Sub and Merger Sub LLC to consummate the Mergertransactions contemplated by this Agreement in accordance with the terms hereof or Applicable Law.

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent, Merger Sub and Merger Sub LLC the Company of this Agreement, the consummation by Parent, Merger Sub and Merger Sub LLC the Company of the transactions contemplated hereby (including the Merger) and the compliance by Parent, Merger Sub and Merger Sub LLC the Company with any of the provisions hereof do not and will not (iA) violate or conflict with any provision of the certificates certificate of incorporation or bylaws or other constituent documents of Parent, Merger Sub the Company or Merger Sub LLCany of its Subsidiaries, (iiA) subject to obtaining the Consents set forth in Section 3.5(a)(ii) of the Company Disclosure Letter, 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 benefit or the imposition of any additional material payment or other material Liability under, any Contract to which Parent, Merger Sub the Company or Merger Sub LLC any of its Subsidiaries is a party or by which Parentthe Company, Merger Sub or Merger Sub LLC any of its Subsidiaries or any of their respective properties or assets may be bound as of the date hereofbound, (iiiA) assuming compliance with the matters referred to in Section 4.4(b)3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Applicable Law or Order or (ivA) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent, Merger Sub the Company or Merger Sub LLCany of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, breaches, conflicts, defaults, terminations, losses, payments, Liabilities, accelerations or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect or would prevent to prevent, materially delay or materially impair the consummation ability of the MergerCompany to consummate the transaction contemplated by this Agreement in accordance with the terms hereof and Applicable Law.

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 Parent, Merger Sub and Merger Sub LLC the Company of this AgreementAgreement and the Transaction Documents, the consummation by Parent, Merger Sub and Merger Sub LLC of the transactions contemplated hereby (including the Merger) and the thereby, and compliance by Parent, Merger Sub and Merger Sub LLC the Company with any of the 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 certificates of incorporation or bylaws or other constituent documents of Parent, Merger Sub or Merger Sub LLC, (ii) 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 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, 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) assuming compliance with the matters referred to in Section 4.4(b), violate or conflict with any Applicable Law or Order or (iv) result in the creation of any Lien (other than Permitted Liens) Liens upon any of the properties or assets of Parentthe Company Group under (other than Permitted Liens) any provision of: (i) subject to obtaining the Required Stockholder Vote, Merger Sub the certificate of incorporation or Merger Sub LLCbylaws 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, except Permits, authorizations, filings or notices contemplated by Section 4.13(b) have been obtained or made and, in the case of each 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 applicable Legal Requirement, except, in the case of the foregoing clauses (ii), (iii) and (iv) aboveiii), for such any violations, breaches, conflicts, defaults, terminations, cancellations, accelerations, losses, paymentsobligations, Liabilitiesincreases, accelerations guarantees, rights, entitlements or Liens whichthat, individually or in the aggregateeach case, have not had and (A) would not be material to the Company and its Subsidiaries taken as a whole, or (B) would reasonably be expected to haveprevent, individually materially impede or in the aggregate, a Parent Material Adverse Effect or would prevent materially delay the consummation of the Mergertransactions contemplated hereby on a timely basis and in any event on or before the End Date.