Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Restated Certificate of Incorporation or By-Laws of the Company or the equivalent organizational documents of any of its Material Subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunder.
(b) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the 20
Non-Contravention; Required Filings and Consents. (a) The execution, delivery and performance by Xxxxxx of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx of the Contemplated Transactions to which it is a party, do not and will not: (i) conflict with, or violate any provision of, the articles of incorporation or the bylaws of Xxxxxx or (ii) except as would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with or violate any Law applicable to Xxxxxx, any of its Subsidiaries or any of its Assets or (B) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, Xxxxxx or any of its Subsidiaries.
(b) The execution, delivery and performance by Xxxxxx of this Agreement and each other Transaction Document to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx of the Contemplated Transactions to which it is a party, do not and will not: (i) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not a party to this Agreement, except as provided under 21 C.F.R. § 314.72(a)(2) and (b), to submit appropriate notification to FDA of the transfer of ownership of all NDAs or INDs from TAP to Xxxxxx or Newco and except for those the absence of which would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party or (ii) except as would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with, result in any breach of, constitute a default (with or without notice or lapse of time or both) under any Contract to which Xxxxxx is a party or by which Xxxxxx or any of its Assets may be bound or (B) result in or give rise to any penalty, forfeiture, or restriction on business operations of Xxxxxx.
(c) No Governmental Authority or any other Person has notified Xxxxxx that such Governmental Authority or other Pers...
Non-Contravention; Required Filings and Consents. (a) Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger or any of the other transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time): (i) result in a violation of any provision of the certificate of incorporation, articles of association, bylaws or operating agreement of Parent or Merger Sub; (ii) result in a violation by Parent or Merger Sub of any Order to which Parent or Merger Sub is subject; or (iii) conflict with or violate any Law applicable to Parent or its Subsidiaries or any property or asset of Parent or any of its Subsidiaries, except in each case for any violation that will not have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger.
(b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation by each of Parent and Merger Sub of the Merger or any of the other transactions contemplated by this Agreement shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, except: (i) filings required by the ICL and the filing of the IIA Share Transfer Notice; (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a material adverse effect; (iii) the execution by Parent of an undertaking in customary form in favor of the IIA to comply with the applicable Israeli Encouragement of Industrial Research, Development and Innovation Law 5744-1984; and (iv) filings required under any applicable Antitrust Laws.
Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 2.6 hereto and as contemplated by Section 2.6(b), the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Elsinore Option Agreement and the Elsinore Merger) do not and will not (i) contravene or conflict with the Company Articles of Incorporation or the Company Bylaws or the equivalent organizational documents of any of its subsidiaries or any resolution adopted by the Board or the Company Stockholders or the board of directors or stockholders of any of the Company's subsidiaries, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties, (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any governmental entity, official or authority right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization that is held by the Company or any of its subsidiaries, or that otherwise relates to the business of, or any of the assets owned by, the Company or any of its subsidiaries, (iv) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound, or (v) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (i), (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not, individually or in the a...
Non-Contravention; Required Filings and Consents. (a) Except as set forth on Schedule 3.2(a) hereto, the execution, delivery and performance by each of Gaming and RAS of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Riviera Option Agreement, the Escrow Agreement and the Riviera Merger) do not and will not: (i) contravene or conflict with the Certificate of Incorporation or Bylaws of Gaming or the equivalent organizational documents of RAS, or any resolution adopted by the board of directors or stockholders of Gaming or RAS, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Gaming or to RAS or any of their respective properties, (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any governmental entity, official or authority right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization that is held by Gaming or RAS or that otherwise relates to the business of, or any of the assets owned by Gaming or RAS, (iv) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which either Gaming or RAS is entitled under any provision of any agreement, contract, license or other instrument binding upon either Gaming or RAS, or allow the acceleration of the performance of, any obligation of either Gaming or RAS under any other agreement to which Gaming or RAS is a party or by which Gaming or RAS is subject or bound, or (v) result in the creation or imposition of any Lien on any asset of Gaming or RAS, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Gaming Material Adverse Effect or be reasonably expected to prevent the consummation by Gaming or by RAS of the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by Gaming and by RAS of this Agreement and the consummation of the transactio...
Non-Contravention; Required Filings and Consents. 5.3.1 The execution, delivery and performance by Parent and Subsidiary of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the Amended and Restated Partnership Agreement, Certificate of Incorporation, By- Laws or other organizational documents of Parent, any of its partners or Subsidiary; (ii) assuming that all consents, authorizations and approvals contemplated by Section 5.3.2 have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent, any of its partners or Subsidiary or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Parent or Subsidiary is entitled under any provision of any Subsidiary Agreement (as defined in Section 5.14 below) or any material agreement, contract, license or other instrument binding upon Parent, Subsidiary or any of their respective properties, or allow the acceleration of the performance of, any obligation of Parent or Subsidiary under any Subsidiary Agreement or any material indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or Subsidiary is a party or by which Parent or Subsidiary or any of their respective assets or properties is subject or bound, or prevent Subsidiary from realizing the benefits otherwise obtainable by Subsidiary under any Permits (as defined in Section 5.17 below) or property interests of Parent or Subsidiary or any contract, agreement, license, arrangement or commitment of Parent or Subsidiary relating to the business of Subsidiary with respect to employment arrangements, purchase, sale, lease or license of assets, guarantees, restriction on conduct of business, leases, licenses, letters of credit, powers of attorney, joint venture agreements or affiliate agreements or require the affirmative consent or approval of any third party under any such material contract, agreement license, arrangement or commitment; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Subsidiary.
5.3.2 The execution, delivery and performance b...
Non-Contravention; Required Filings and Consents. 3.3.1 The execution, delivery and performance by Purchaser and Alpha of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational documents of Purchaser or Alpha; or (ii) assuming that all consents, authorizations and approvals contemplated by Section 3.3.2 have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Purchaser or Alpha or any of its respective properties.
3.3.2 The execution, delivery and performance by Purchaser and Alpha of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, or notice to, any governmental body, agency, official or authority (either domestic or foreign) other than compliance with any applicable requirements of the HSR Act.
Non-Contravention; Required Filings and Consents. (a) The execution, delivery and performance by Parent and Acquisition of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Certificate of Incorporation or By-Laws of Parent or Acquisition; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Acquisition or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Parent or Acquisition is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent, Acquisition or any of their respective properties, or allow the acceleration of the performance of, any obligation of Parent or Acquisition under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or Acquisition is a party or by which Parent or Acquisition or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Acquisition.
(b) The execution, delivery and performance by Parent and Acquisition of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) by Parent and Acquisition require no action by or in respect of, or filing with, any governmental body, agency, official or authority (either domestic or foreign) other than (i) the filing of a certificate of merger in accordance with Delaware Law; (ii) compliance with any applicable requirements of the HSR Act; (iii) compliance with any applicable requirements of the Exchange Act and state securities, takeover and Blue Sky laws; and (iv) such actions or filings which, if not taken or made, would not, individually or in the aggregate, prevent the consummation of the Merger.
Non-Contravention; Required Filings and Consents. (a) Assuming compliance with the applicable provisions of the HSR Act, neither the execution and delivery of this Agreement by the Parent and the Merger Sub nor the consummation by the Parent and the Merger Sub of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) result in a violation of any provision of 26
(b) Except for (i) the applicable requirements of the HSR Act, (ii) as may be required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, neither the Parent nor the Merger Sub is required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery and performance by it of this Agreement or the consummation of the Contemplated Transactions, other than such notice, report or other filing that, if not made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No consent, approval or authorization of any Governmental Entity or any other party or Person is required to be obtained by the Parent or the Merger Sub in connection with its execution, delivery and performance of this Agreement or the consummation of the Contemplated Transactions, other than such consent, approval or authorization that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect.
Non-Contravention; Required Filings and Consents. 1. The Amended and Restated Note Agreement dated as of March 3, 1997 for $3,855,739.39 First Mortgage Notes Due 2000 of Elsinore Corporation Guaranteed by Eagle Gaming, Inc.; Elsub Management Corporation; Four Queens, Inc.; Elsinore Tahoe, Inc.; Four Queens Experience Corporation; Olympia Gaming Corporation; Palm Springs East Limited Partnership; and Pinnacle Gaming Corporation (formerly ELSUB II, Inc.) contains a provision allowing the Holder of Notes to accelerate the indebtedness due in the event of a change in control and conditions mergers, sales or consolidations of the Company and its subsidiaries.
2. The Amended and Restated Indenture dated as of March 3, 1997 between the Company, the Guarantors (as set forth therein) and First Trust National Association contains a provision whereby in the event of a change in control, the Holders of the Securities shall have the right to require the Company to repurchase the notes and which conditions mergers, sales or consolidations of the Company and its subsidiaries.
3. In the event of a merger or consolidation, the holder of the Riviera Warrants is entitled to payment of the amount by which the price per share to be paid for the Company's common stock in the merger or consolidation exceeds the exercise price of the Warrants. Schedule 2.7(b) SEC Reports; Liabilities None.
