Common use of Noncontravention; Approvals Clause in Contracts

Noncontravention; Approvals. The execution and delivery of the Closing Agreements by IHI do not, and the consummation of the transactions contemplated thereby will not, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a lien, security interest, charge or encumbrance upon any of the properties or assets of IHI under any of the terms, conditions or provisions of (a) the Restated Articles of Incorporation or By-laws of IHI; (b) any statute, rule, regulation, order or decree of any public body or authority by which IHI or any of its properties or assets may be bound; or (c) any note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which IHI is a party, or by which it or its properties or assets may be bound, excluding from the foregoing clauses (b) and (c) violations, breaches and defaults that, and filings, permits, consents and approvals the absence of which, either individually or in the aggregate, would not have a material adverse effect on the business, operations, financial condition, results of operations or prospects of IHI. Except for the Merger Filings and such filings as may be required under federal or state securities laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by IHI or the consummation by IHI of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, financial condition results of operations or prospects of IHI.

Noncontravention; Approvals. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act, (b) filings pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other applicable competition, merger control, antitrust or similar laws or regulations (collectively with the HSR Act, the “Antitrust Laws”), (c) the Company Stockholders Approval and the filing of the Articles of Merger pursuant to the SCBA, and any similar certificates or filings to be made pursuant to the corporation laws of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of the NASDAQ National Market, neither the execution and delivery of this Agreement by the Closing Agreements by IHI do notCompany, and nor the consummation by the Company of the transactions contemplated thereby will nothereby, shall (i) violate or conflict with any provision of the articles of incorporation or bylaws of the Company or the equivalent organizational documents of any of its Subsidiaries, (ii) result in a violation or breach of, be in conflict with, or constitute or create (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a lien, security interest, charge or encumbrance upon any of the properties or assets of IHI under any of the terms, conditions or provisions of any Company Material Agreement, (aiii) violate any Laws applicable to the Restated Articles Company, any of Incorporation or By-laws of IHI; (b) any statute, rule, regulation, order or decree of any public body or authority by which IHI its Subsidiaries or any of its their properties or assets may be bound; or assets, (civ) require any note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which IHI is a party, or by which it or its properties or assets may be bound, excluding from the foregoing clauses (b) and (c) violations, breaches and defaults that, and filings, permits, consents and approvals the absence of which, either individually or in the aggregate, would not have a material adverse effect on the business, operations, financial condition, results of operations or prospects of IHI. Except for the Merger Filings and such filings as may be required under federal or state securities laws, no declaration, filing or registration with, or notice notification to, or authorization, consent or approval of, any governmental government or regulatory body any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or authority is necessary for other instrumentality of any government with appropriate jurisdiction over the execution and delivery Company, any of this Agreement by IHI its Subsidiaries or their respective properties or assets, whether federal, state or local, domestic or foreign (each a “Governmental Authority”) or (v) result in the consummation by IHI creation or imposition of any Lien on any of the transactions contemplated herebyproperty or assets of the Company or any of its Subsidiaries; except in the case of clauses (ii), other than (iii), (iv), and (v) for such declarationsviolations, breaches, defaults or Liens that, or filings, registrations, noticesnotifications, authorizations, consents or approvals whichthe failure of which to obtain, if not made individually or obtained, as the case may be, would not, in the aggregate, would not reasonably be expected to have a material adverse effect on Company Material Adverse Effect (excluding for this purpose only clause (vi) of the business, operations, properties, assets, financial condition results penultimate sentence of operations or prospects of IHISection 3.1(b)).

Noncontravention; Approvals. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act, (b) filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1970, xx xxxxxxx (xxe "HSR Act"), and any other applicable competition, merger control, antitrust or similar laws or regulations (collectively with the HSR Act, the "Antitrust Laws"), (c) the Company Stockholders Approval and the filing of the Articles of Merger pursuant to the SCBA, and any similar certificates or filings to be made pursuant to the corporation laws of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of the NASDAQ National Market, neither the execution and delivery of this Agreement by the Closing Agreements by IHI do notCompany, and nor the consummation by the Company of the transactions contemplated thereby will nothereby, shall (i) violate or conflict with any provision of the articles of incorporation or bylaws of the Company or the equivalent organizational documents of any of its Subsidiaries, (ii) result in a violation or breach of, be in conflict with, or constitute or create (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a lien, security interest, charge or encumbrance upon any of the properties or assets of IHI under any of the terms, conditions or provisions of any Company Material Agreement, (aiii) violate any Laws applicable to the Restated Articles Company, any of Incorporation or By-laws of IHI; (b) any statute, rule, regulation, order or decree of any public body or authority by which IHI its Subsidiaries or any of its their properties or assets may be bound; or assets, (civ) require any note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which IHI is a party, or by which it or its properties or assets may be bound, excluding from the foregoing clauses (b) and (c) violations, breaches and defaults that, and filings, permits, consents and approvals the absence of which, either individually or in the aggregate, would not have a material adverse effect on the business, operations, financial condition, results of operations or prospects of IHI. Except for the Merger Filings and such filings as may be required under federal or state securities laws, no declaration, filing or registration with, or notice notification to, or authorization, consent or approval of, any governmental government or regulatory body any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or authority is necessary for other instrumentality of any government with appropriate jurisdiction over the execution and delivery Company, any of this Agreement by IHI its Subsidiaries or their respective properties or assets, whether federal, state or local, domestic or foreign (each a "Governmental Authority") or (v) result in the consummation by IHI creation or imposition of any Lien on any of the transactions contemplated herebyproperty or assets of the Company or any of its Subsidiaries; except in the case of clauses (ii), other than (iii), (iv), and (v) for such declarationsviolations, breaches, defaults or Liens that, or filings, registrations, noticesnotifications, authorizations, consents or approvals whichthe failure of which to obtain, if not made individually or obtained, as the case may be, would not, in the aggregate, would not reasonably be expected to have a material adverse effect on Company Material Adverse Effect (excluding for this purpose only clause (vi) of the business, operations, properties, assets, financial condition results penultimate sentence of operations or prospects of IHISection 3.1(b)).

Noncontravention; Approvals. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act, (b) filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX XXX"), xxx any other applicable competition, merger control, antitrust or similar laws or regulations (collectively with the HSR Act, the "ANTITRUST LAWS"), (c) the Company Stockholders Approval and the filing of the Certificate of Merger pursuant to the Delaware Act, and any similar certificates or filings to be made pursuant to the corporation laws of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of the New York Stock Exchange, neither the execution and delivery of this Agreement by the Closing Agreements by IHI do notCompany, and nor the consummation by the Company of the transactions contemplated thereby will nothereby, shall (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or the equivalent organizational documents of any of its Subsidiaries, (ii) result in a violation or breach of, be in conflict with, or constitute or create (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a lien, security interest, charge or encumbrance upon any of the properties or assets of IHI under any of the terms, conditions or provisions of any Company Material Agreement, (aiii) violate any Laws applicable to the Restated Articles Company, any of Incorporation or By-laws of IHI; (b) any statute, rule, regulation, order or decree of any public body or authority by which IHI its Subsidiaries or any of its their properties or assets may be bound; or assets, (civ) require any note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which IHI is a party, or by which it or its properties or assets may be bound, excluding from the foregoing clauses (b) and (c) violations, breaches and defaults that, and filings, permits, consents and approvals the absence of which, either individually or in the aggregate, would not have a material adverse effect on the business, operations, financial condition, results of operations or prospects of IHI. Except for the Merger Filings and such filings as may be required under federal or state securities laws, no declaration, filing or registration with, or notice notification to, or authorization, consent or approval of, any governmental government or regulatory body any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or authority is necessary for other instrumentality of any government with appropriate jurisdiction over the execution and delivery Company, any of this Agreement by IHI its Subsidiaries or their respective properties or assets, whether federal, state or local, domestic or foreign (each a "GOVERNMENTAL AUTHORITY") or (v) result in the consummation by IHI creation or imposition of any Lien on any of the transactions contemplated herebyproperty or assets of the Company or any of its Subsidiaries; except in the case of clauses (ii), other than (iii), (iv), and (v) for such declarationsviolations, breaches, defaults or Liens that, or filings, registrations, noticesnotifications, authorizations, consents or approvals whichthe failure of which to obtain, if not made individually or obtained, as the case may be, would not, in the aggregate, would not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, financial condition results of operations or prospects of IHICompany Material Adverse Effect.

Noncontravention; Approvals. The execution and delivery of the Closing Agreements by IHI Pre-Cell do not, and the consummation of the transactions contemplated thereby will not, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a lien, security interest, charge or encumbrance upon any of the properties or assets of IHI Pre-Cell under any of the terms, conditions or provisions of (ai) the Restated Articles of Incorporation or ByBylaws of Pre-laws of IHICell; (bii) any statute, rule, regulation, order or decree of any public body or authority by which IHI Pre-Cell or any of its properties or assets may be boundbound (except the Regulatory Approvals); or (ciii) any note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which IHI Pre-Cell is a party, or by which it or its properties or assets may be bound, ; excluding from the foregoing clauses (bi) and (cii) violations, breaches and defaults that, and filings, permits, consents and approvals the absence of which, either individually or in the aggregate, would not have a material adverse effect affect on the business, operations, financial condition, results of operations or prospects of IHIPre-Cell. Except for the Merger Filings Filings, the Regulatory Approvals that must be obtained prior to the Closing and such filings as may be required under federal or state securities laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by IHI Pre-Cell or the consummation by IHI Pre-Cell of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, financial condition results of operations operation or prospects of IHIPre-Cell.

Noncontravention; Approvals. The execution and delivery of the Closing Agreements by IHI do not, and the consummation of the transactions contemplated thereby will not, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a lien, security interest, charge or encumbrance upon any of the properties or assets of IHI under any of the terms, conditions or provisions of (ai) the Restated Articles of Incorporation or By-laws of IHI; (bii) any statute, rule, regulation, order or decree of any public body or authority by which IHI or any of its properties or assets may be bound; or (ciii) any note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which IHI is a party, or by which it or its properties or assets may be bound, excluding from the foregoing clauses (bii) and (ciii) violations, breaches and defaults that, and filings, permits, consents and approvals the absence of which, either individually or in the aggregate, would not have a material adverse effect on the business, operations, financial condition, results of operations or prospects of IHI. Except for the Merger Filings and such filings as may be required under federal or state securities laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by IHI or the consummation by IHI of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, financial condition results of operations or prospects of IHI.

Noncontravention; Approvals. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act, (b) filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX XXX"), xxx xxy other applicable competition, merger control, antitrust or similar laws or regulations (collectively with the HSR Act, the "ANTITRUST LAWS"), (c) the Company Stockholders Approval and the filing of the Certificate of Merger pursuant to the Delaware Act, and any similar certificates or filings to be made pursuant to the corporation laws of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of the New York Stock Exchange, neither the execution and delivery of this Agreement by the Closing Agreements by IHI do notCompany, and nor the consummation by the Company of the transactions contemplated thereby will nothereby, shall (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or the equivalent organizational documents of any of its Subsidiaries, (ii) result in a violation or breach of, be in conflict with, or constitute or create (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a lien, security interest, charge or encumbrance upon any of the properties or assets of IHI under any of the terms, conditions or provisions of any Company Material Agreement, (aiii) violate any Laws applicable to the Restated Articles Company, any of Incorporation or By-laws of IHI; (b) any statute, rule, regulation, order or decree of any public body or authority by which IHI its Subsidiaries or any of its their properties or assets may be bound; or assets, (civ) require any note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which IHI is a party, or by which it or its properties or assets may be bound, excluding from the foregoing clauses (b) and (c) violations, breaches and defaults that, and filings, permits, consents and approvals the absence of which, either individually or in the aggregate, would not have a material adverse effect on the business, operations, financial condition, results of operations or prospects of IHI. Except for the Merger Filings and such filings as may be required under federal or state securities laws, no declaration, filing or registration with, or notice notification to, or authorization, consent or approval of, any governmental government or regulatory body any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or authority is necessary for other instrumentality of any government with appropriate jurisdiction over the execution and delivery Company, any of this Agreement by IHI its Subsidiaries or their respective properties or assets, whether federal, state or local, domestic or foreign (each a "GOVERNMENTAL AUTHORITY") or (v) result in the consummation by IHI creation or imposition of any Lien on any of the transactions contemplated herebyproperty or assets of the Company or any of its Subsidiaries; except in the case of clauses (ii), other than (iii), (iv), and (v) for such declarationsviolations, breaches, defaults or Liens that, or filings, registrations, noticesnotifications, authorizations, consents or approvals whichthe failure of which to obtain, if not made individually or obtained, as the case may be, would not, in the aggregate, would not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, financial condition results of operations or prospects of IHICompany Material Adverse Effect.