Noncontravention. The execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated hereunder, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Partially Conditional Purchase Agreement, Partially Conditional Purchase Agreement (Arc Logistics Partners LP)
Noncontravention. The Subject to the filing or other regulatory requirements, if any, of any applicable U.S. or foreign regulatory body, neither the execution and delivery by Seller of this Agreement the Company or any other documents required hereunder to be executed and delivered by Seller pursuant to Company Equityholder of this Agreement, and nor the performance by the Company or any Company Equityholder of its obligations hereunder, nor the consummation by Seller the Company or the Company Equityholders of the transactions contemplated hereunderhereby, will not (a) conflict with, with or violate or result in a default under any provision of the certificate articles of formation association of Seller or the Company or the limited liability company agreement certificate of Seller incorporation or the Gulf LNG LLC Agreementby-laws (or comparable organizational documents) of any Subsidiary, or, subject each as amended or restated to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interestdate, (b) require on the part of the Company, any Subsidiary or any Company Equityholder any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (ic) to the Knowledge of Sellerconflict with, conflict with or result in a breachbreach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawmaterial contract, Orderlease, Contract (sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or arrangement to which the Company or its any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the assets of the Company or any Subsidiary are subject, (cd) result in the creation imposition of any Lien Security Interest upon any assets of the Unconditioned Interest Company or the Conditioned Interest (except transfer restrictions under applicable securities Laws) any Subsidiary or (de) require Seller orviolate any order, writ, judgment, injunction, decree, statute, rule or regulation applicable to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain any Subsidiary or make any Consent from of their respective properties or assets. Section 3.4 of the Disclosure Schedule sets forth a true, correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, in each case that are required by the Company in connection with any Person, the consummation of the sale of the Company Securities and the other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effecttransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Medicines Co /De)
Noncontravention. The execution Except as set forth on Schedule 3.03 and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated hereunder, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any where such breach, default, violation, or Consent that, individually or in the aggregate, event would not reasonably be expected to have be material to the Acquired Company Entities, taken as a whole, or materially impair their ability to consummate the Transactions, neither the execution and delivery by such Acquired Company of the Transaction Documents, nor the consummation of the Transactions, (a) violates or conflicts with any provisions of the governing documents of such Acquired Company or any of its Subsidiaries, (b) except for the applicable requirements of the HSR Act, violates or conflicts with any Law or order to which such Acquired Company or any of its Subsidiaries is subject or by which such Acquired Company or any of its Subsidiaries or any of their assets or properties is bound, or (c) violates, conflicts with or results in a breach of any provision of, constitutes a default (or an event which, with notice or lapse of time or both, would constitute a default) under, results in acceleration of, creates in any Person the right to accelerate, terminate, modify or cancel, requires any consent or notice under, or results in the imposition or creation of a Lien, other than a Permitted Lien, upon or with respect to any equity interests or assets of such Acquired Company or its Subsidiaries under, any Material Adverse EffectContract or Permit. Except (x) as set forth on Schedule 3.03, (y) for such filings as may be required under the HSR Act, or (z) for the failure to obtain any such consent, approval, license, permit, order, authorization, or registration, declaration or filing described in this sentence which would not reasonably be expected to be material to the Acquired Company Entities taken as a whole or materially impair the Acquired Company Entities’ ability to consummate the Transactions, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by or on behalf of such Acquired Company or any of its Subsidiaries in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the Transactions.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.)
Noncontravention. The Subject to the filing of the Articles of Merger as required by the N.R.S., neither the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby, will not (a) conflict with, with or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale articles of incorporation or bylaws of the Conditioned InterestCompany, Section 1.2(c)(iias amended to date, bylaws or other organizational document of any Subsidiary (as defined below), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to require on the Knowledge part of Sellerthe Company or any Subsidiary any filing with, conflict with or result in a breachany permit, default authorization, consent or violation approval of, any court, arbitrational tribunal, administrative agency or require commission or other governmental or regulatory authority or agency (a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement“Governmental Entity”), document or Permit to which Seller is a party or to which Seller or its assetsexcept for such permits, including the Unconditioned Interest authorizations, consents and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which approvals for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a party breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or its any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their assets are is subject, except for (ci) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller orconflict, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violationacceleration, termination, modification or Consent thatcancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, for which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver the absence of which, individually or in the aggregate, would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).
Appears in 2 contracts
Samples: Merger Agreement (Solar Energy Initiatives, Inc.), Merger Agreement (Critical Digital Data, Inc.)
Noncontravention. The Except as set forth on Section 2.4 of the Disclosure Schedule, subject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the performance by the Company of any of its obligations hereunder or the consummation by Seller the Company of the transactions contemplated hereunderhereby, will not (a) conflict with, with or violate or result in a default under any provision of the certificate of formation incorporation or by-laws of Seller or the Company or the limited liability company agreement charter, by-laws or other organizational document of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestSubsidiary, (b) (i) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the Knowledge failure to do so has not, since the execution and delivery of Sellerthis Agreement, conflict with or had and would not reasonably be expected to result in a breachCompany Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations or violation ofloss of any right or benefit under, create in any party the right to terminate, modify or cancel, or require a Consent any notice, consent or waiver under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document contract or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or instrument to which the Company or its any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets are is subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breachconflicts, defaultbreaches, violationdefaults, accelerations of obligations, losses of rights or Consent benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Skyworks Solutions, Inc.), Merger Agreement (Skyworks Solutions, Inc.)
Noncontravention. The Except for the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and any applicable state and foreign securities laws, none of execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered Ancillary Agreement by Seller pursuant to this Agreement, and the Company or consummation by Seller of the transactions contemplated hereunder, hereby or thereby will not (a) conflict with or violate any provision of the charter, by-laws or similar organizational documents of the Company or any of its Subsidiaries; (b) require on the part of the Company or any of its Subsidiaries any filing with, violate or any permit, authorization, consent or approval of, any domestic (federal or state), foreign or supranational court, administrative agency or commission or other governmental or regulatory body, agency, authority or tribunal (a "GOVERNMENTAL ENTITY") to operate the business of the Company and its Subsidiaries following the Closing, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not individually or in the aggregate have a Material Adverse Effect on the Company; (c) violate, result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementbreach of, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, constitute (b) (i) to the Knowledge of Seller, conflict with or without due notice or lapse of time or both) a default under, result in a breachthe acceleration of, default create in any party any right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawcontract, Orderlease, Contract (sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective assets are subjectis subject or any judgment, order (cwhether temporary, preliminary or permanent), writ, injunction, decree, statute, rule, regulation, notice, law or ordinance (collectively, "LAW") applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than such conflicts, violations, breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not individually or in the aggregate have a Material Adverse Effect on the Company; or (d) result in the creation imposition of any Lien upon any material assets of the Unconditioned Interest Company or any of its Subsidiaries, which Lien would materially detract from the Conditioned Interest (except transfer restrictions under applicable securities Laws) value or (d) require Seller or, to materially interfere with the Knowledge use of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectassets.
Appears in 2 contracts
Samples: Investment Agreement (Criimi Mae Inc), Investment Agreement (Criimi Mae Inc)
Noncontravention. The Subject to the filing of the Certificate of Merger as required by the Delaware General Corporation Law, to the filing requirements of the Xxxx-Xxxxx-Xxxxxx Act, to the regulatory approvals, if any, required under Indian laws, and to the filing or other regulatory requirements of any other applicable U.S. or foreign regulatory body, neither the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementagreement provided for herein, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby or thereby, will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company each as amended or restated to date, or the Certificate of Incorporation or By-laws (or comparable organizational documents) of any Subsidiary each as amended or restated to date , (b) require on the part of the Company, any Subsidiary or any Company Stockholder or Management Participant any notice to or filing with, violate or any permit, authorization, consent or approval of, any Governmental Entity, (c) except as set forth in Section 2.4 of the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under under, result in the certificate acceleration of formation obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Seller indebtedness, Security Interest or other arrangement to which the Company or any Subsidiary is a party or by which the limited liability company agreement of Seller Company or the Gulf LNG LLC Agreement, or, subject any Subsidiary is bound or to procurement which any of the consent contemplated by assets of the Company or any Subsidiary are subject, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary, any Company Stockholder or Management Participant or any of their respective properties or assets. Section 1.2(a)(iv) and2.4 of the Disclosure Schedule sets forth a true, if correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, that are required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), consummation by the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in Company Stockholders and the case Management Participants of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effecttransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Akamai Technologies Inc), Merger Agreement (Akamai Technologies Inc)
Noncontravention. The Except for the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), any applicable state and foreign securities laws, and the MGCL, or as set forth in Schedule 2.3 of the Company Letter, none of the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered the Articles of Merger by Seller pursuant to this Agreement, and the Company or the consummation by Seller of the transactions contemplated hereunder, hereby or thereby will not (a) conflict withwith or violate any provision of the charter, violate by-laws or result in a default under the certificate similar organizational documents of formation of Seller or the Company or the limited liability company agreement any of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(iiits Subsidiaries (assuming stockholder approval is received), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, ; (b) (i) to require on the Knowledge part of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or any of its assets are subjectSubsidiaries any filing with, or any permit, authorization, consent or approval of, any domestic (c) result in federal or state), foreign or supranational court, administrative agency or commission or other governmental or regulatory body, agency, authority or tribunal (each a “Governmental Entity”), except for such filings, permits, authorizations, consents or approvals that have been obtained or where the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation failure to make any inquiry of any Person)such filing or obtain such permit, the Companyauthorization, to obtain consent or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent thatapproval would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (c) violate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate or cancel, or require any notice, consent, approval waiver or exemption under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective assets is subject or any judgment, order, writ, injunction or decree (whether temporary, preliminary or permanent) of any Governmental Entity (each an “Order”), statute, rule, regulation, notice, law or ordinance of any Governmental Entity (each a “Law”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets other than, such conflicts, violations, breaches, defaults, accelerations, terminations, cancellations, notices, consents or waivers as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect; or (d) result in the imposition of any Lien upon any material assets of the Company or any of its Subsidiaries, which Lien would materially detract from the value, or materially interfere with the use, of such assets.
Appears in 2 contracts
Samples: Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (Crystal River Capital, Inc.)
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to ---------------- this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any government, governmental agency or court to which either the Purchaser or its Subsidiaries is subject or any provision of the charter or bylaws of either the Purchaser or its Subsidiaries or (ii) conflict with, violate or result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require a Consent underany notice under any agreement, any Lawcontract, Orderlease, Contract (license, instrument or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which Seller either the Purchaser or its Subsidiaries is a party or to by which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company it is a party bound or to which the Company or any of its assets are is subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses clause (b)ii) where the violation, (c) or (d) aboveconflict, for any such breach, default, violationacceleration, termination, modification, cancellation or Consent that, individually or in the aggregate, failure to give notice would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, financial condition or results of operations of the Purchaser and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Other than in connection with the provisions of the Xxxx-Xxxxx-Xxxxxx Act, Nasdaq, the Securities Exchange Act, the Securities Act, state securities laws, and with regard to any required governmental or regulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in (S) 4(d) of the Purchaser Disclosure Letter, neither the Purchaser nor its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Primus Telecommunications Group Inc), Merger Agreement (Primus Telecommunications Group Inc)
Noncontravention. The execution and delivery by Seller of this Agreement or any other documents required hereunder to Except as shall be executed and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated hereunder, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller orset forth on Schedule 3.4, to the Knowledge of Seller GCSI, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (which for this purpose shall not include i) violate any obligation to make any inquiry constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any PersonGovernmental Entity to which any of GCSI or its Subsidiaries is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument or other arrangement to which GCSI or any of its Subsidiaries is a party, by which GCSI or any of its Subsidiaries is bound or to which any of their assets are subject (or result in the imposition of any Lien upon any of their assets), except where the Companyviolation, conflict, breach, default acceleration, termination, modification, cancellation, failure to give notice or Lien would not have a Material Adverse Effect. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any provision of the charter or bylaws (or similar governing documents) of GCSI or any of its Subsidiaries. To the Knowledge of GCSI, and other than in connection with (i) the provisions of the Xxxx-Xxxxx-Xxxxxx Act, the Alabama Business Corporation Act, the Securities Act, the Securities Exchange Act and state securities laws, (ii) the necessary notices to and approvals or consents, if any, of the FCC, and (iii) the necessary notices to and approvals and consents, if any, of state public utility commissions or similar state regulatory bodies pursuant to applicable state laws regulating the telephone, commercial mobile radio service or other telecommunications business, none of GCSI or its Subsidiaries are required to give notice to, file with or obtain authorization, consent or approval of any Governmental Entity in order for GCSI to perform its obligations under this Agreement, except where the failure to give such notice, to file or to obtain such authorization, consent or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, approval would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Madison River Capital LLC), Merger Agreement (Madison River Capital LLC)
Noncontravention. The Neither the execution and delivery by Seller any of the Sellers of this Agreement or the Ancillary Agreements to any other documents required hereunder to of the Sellers will be executed and delivered by Seller pursuant to this Agreementa party, and nor the consummation by any of the Seller of the transactions contemplated hereunderhereby or thereby, will not will:
(a) conflict with, with or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale charter or bylaws of any of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Sellers;
(b) (i) to require on the Knowledge part of Sellerany of the Sellers any filing with, conflict with or result in a breachany permit, default authorization, consent or violation approval of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG ConsentGovernmental Entity, except in the case of clauses (b), (c) or (d) above, for any such breachfiling, defaultpermit, violationauthorization, consent or Consent that, individually approval which if not obtained or in the aggregate, made would not reasonably be expected to have be, material to the Business;
(c) conflict with, result in a Material Adverse Effectbreach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate or modify, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest to which any of the Sellers is a party or by which any of the Sellers is bound or to which any of any of the Sellers’ respective assets is subject, except for (i) any conflict, breach, default, acceleration or right to terminate or modify that neither is, nor would reasonably be expected to be, material to the Business or (ii) any notice, consent or waiver the absence of which neither is, nor would reasonably be expected to be, material to the Business
(d) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate or modify, or require any notice, consent or waiver under any Assigned Contract; or
(e) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to any of the Sellers or any of their respective properties or assets, except for any violation that neither is, nor would reasonably be expected to be, material to the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (I Many Inc)
Noncontravention. The Except as set forth on Section 4(d) of the Disclosure Schedule, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder of the Ancillary Agreements to which the Company is or will be executed and delivered by Seller pursuant to this Agreement, and a party nor the consummation by Seller of the transactions contemplated hereunderhereby or thereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, violate any Law, Order, Contract (or other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry restriction of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or Governmental Entity to which the Company or any of its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets are is subject; (ii) violate any provision of the Governing Documents of the Company or any of its Subsidiaries; (iii) conflict with, violate, result in a breach or infringement of, constitute a default (cwith or without notice or lapse of time, or both) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, amend or cancel, or require any notice under any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which the Company’ or any of its Subsidiaries’ assets is subject or (iv) result in the creation imposition of any Lien upon the Unconditioned Interest any of its or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller orits Subsidiaries’ assets, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)except, the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (bi), (ciii) or and (d) aboveiv), for any such where the violation, conflict, breach, infringement, default, violationacceleration, termination, modification, cancellation, failure to give notice, or Consent thatLien would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Section 4(d) of the Disclosure Schedule, none of the Company or any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity or other Person in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is or will be a party and to consummate the transactions contemplated by this Agreement or such Ancillary Agreement, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Act, (B) those authorizations, consents and approvals that may be required solely by reason of Buyer being the buyer of the Shares, and (C) those authorizations, consents and approvals (including compliance with and filings and notices under applicable Environmental Health and Safety Requirements) that would not reasonably be expected to have be material, individually or in the aggregate, to the Company and its Subsidiaries (taken as a Material Adverse Effectwhole) or prevent or materially delay performance by the Company of its obligations under this Agreement or any of the Ancillary Agreements to which the Company is or will be a party or the consummation of the transactions contemplated hereby or thereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harsco Corp), Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Noncontravention. The Except as set forth on Schedule 4.4 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Acquired Company is not required to submit any notice, report or other filing with, or obtain any consent or other approval of, any Governmental Authority or any other Person in connection with the execution and delivery by Seller of this Agreement, or by any Seller of any Seller Ancillary Agreement or by the Acquired Company of any Company Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby. Except as set forth on Schedule 4.4, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Ancillary Agreement, and or by the Acquired Company of any Company Ancillary Agreement, nor the consummation by Seller or the Acquired Company of the transactions contemplated hereunderhereby or thereby, nor compliance by Seller or the Acquired Company with any of the provisions hereof or thereof, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachbreach of any provisions of the Organizational Documents of the Acquired Company, default (b) constitute or violation result in the breach of any term, condition or provision of, or require constitute a Consent underdefault under (with or without notice or lapse of time, any Law, Order, Contract (other than the Gulf LNG LLC Agreementor both), document or Permit give rise to which Seller is a party any right of termination, cancellation or acceleration with respect to, or give rise to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation of the Acquired Company to make any inquiry of any Person)payments under, conflict with or result in the creation or imposition of a breach, default Lien upon the Acquired Company property or violation of, or require a Consent underassets pursuant to, any LawMaterial Contract, OrderLease, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Acquired Company is a party or to by which the Acquired Company or its properties or assets are may be subject, or (c) result in the creation of violate any Lien upon the Unconditioned Interest Order or the Conditioned Interest (except transfer restrictions under Law applicable securities Laws) or (d) require Seller or, to the Knowledge Acquired Company or any of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain its properties or make any Consent from or with any Person, other than the Gulf LNG Consentassets, except in the case of clauses (b) and (c), (c) or (d) above, for any such breach, default, violation, or Consent thatas would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.. 4.5
Appears in 2 contracts
Samples: Stock Purchase Agreement (Biolife Solutions Inc), Stock Purchase Agreement (Biolife Solutions Inc)
Noncontravention. The Subject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx-Xxxxxx Act”), applicable Environmental Laws (as defined in Section 2.17(a)(iv)), and applicable foreign antitrust or trade regulation laws, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered Ancillary Agreement by Seller pursuant to this AgreementPKI or any Seller, and nor the consummation by PKI or any other Seller of the transactions contemplated hereunderhereby or thereby, will not will:
(a) conflict withwith or violate any provision of the charter, violate memorandum or result in a default under the certificate articles of formation association, bylaws or other organizational documents of Seller or the any Acquired Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Seller;
(b) (i) to require on the Knowledge part of Sellerany Acquired Company or any Seller any filing with, conflict with or result in a breachany permit, default authorization, consent or violation approval of, any United States or require foreign court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement“Governmental Entity”), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breachfiling, defaultpermit, violationauthorization, consent or Consent that, individually or in the aggregate, approval which if not obtained would not and would not reasonably be expected to have be material to the Business, taken as a Material Adverse Effectwhole;
(c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Indebtedness or Security Interest to which any Acquired Company or any Seller is a party or by which any Acquired Company or any Seller is bound or to which any of their respective assets is subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver which would not and would not reasonably be expected to be material to the Business, taken as a whole, or the transactions contemplated hereby; or
(d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, any Acquired Company or any Seller or any of their respective properties or assets, except for any violation that would not and would not reasonably be expected to be material to the Business, taken as a whole, or the transactions contemplated hereby.
Appears in 2 contracts
Samples: Master Purchase and Sale Agreement (Varex Imaging Corp), Master Purchase and Sale Agreement (Perkinelmer Inc)
Noncontravention. The Except as set forth on Schedule 4.4 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Acquired Company is not required to submit any notice, report or other filing with, or obtain any consent or other approval of, any Governmental Authority or any other Person in connection with the execution and delivery by Seller of this Agreement, or by any Seller of any Seller Ancillary Agreement or by the Acquired Company of any Company Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby. Except as set forth on Schedule 4.4, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Ancillary Agreement, and or by the Acquired Company of any Company Ancillary Agreement, nor the consummation by Seller or the Acquired Company of the transactions contemplated hereunderhereby or thereby, nor compliance by Seller or the Acquired Company with any of the provisions hereof or thereof, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachbreach of any provisions of the Organizational Documents of the Acquired Company, default (b) constitute or violation result in the breach of any term, condition or provision of, or require constitute a Consent underdefault under (with or without notice or lapse of time, any Law, Order, Contract (other than the Gulf LNG LLC Agreementor both), document or Permit give rise to which Seller is a party any right of termination, cancellation or acceleration with respect to, or give rise to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation of the Acquired Company to make any inquiry of any Person)payments under, conflict with or result in the creation or imposition of a breach, default Lien upon the Acquired Company property or violation of, or require a Consent underassets pursuant to, any LawMaterial Contract, OrderLease, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Acquired Company is a party or to by which the Acquired Company or its properties or assets are may be subject, or (c) result in the creation of violate any Lien upon the Unconditioned Interest Order or the Conditioned Interest (except transfer restrictions under Law applicable securities Laws) or (d) require Seller or, to the Knowledge Acquired Company or any of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain its properties or make any Consent from or with any Person, other than the Gulf LNG Consentassets, except in the case of clauses (b) and (c), (c) or (d) above, for any such breach, default, violation, or Consent thatas would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Loan and Security Agreement (Biolife Solutions Inc), Loan and Security Agreement (Biolife Solutions Inc)
Noncontravention. The execution execution, delivery and delivery performance by Seller Ardagh, AMPSA and MergeCo of this Agreement and each of the Related Agreements to which Ardagh, AMPSA or any other documents required hereunder to be executed and delivered by Seller pursuant to this AgreementMergeCo is party, and the consummation by Seller of the transactions contemplated hereunderTransactions by Ardagh, AMPSA or MergeCo, do not and will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Sellerviolate, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry breach of any Person)provision of the Organizational Documents of Ardagh, AMPSA and MergeCo; (b) assuming that all applicable Regulatory Approvals have been obtained, contravene, conflict with or violate any Law or Governmental Order applicable to the AMP Business, or to Ardagh, AMPSA or MergeCo or any of their respective properties or assets; (c) violate, conflict with, result in a breach, default or violation any breach of, constitute a default (or require an event which, with or without the giving of notice or lapse of time, or both, would become a Consent default) under, or result in the loss of any Lawright or benefit under, Order, Contract or result in the creation or imposition of any Encumbrance (other than the Gulf LNG LLC Agreement)a Permitted Encumbrance) on, document require any consent, approval or Permit waiver under, or give to which the Company is a party others any rights of termination, amendment, acceleration or to which the Company cancellation of, any AMP Material Contract or its assets are subjectPermit, or any Ardagh Existing Indebtedness; or (cd) otherwise result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest Encumbrance (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than a Permitted Encumbrance) upon any of the Gulf LNG Consentmaterial properties or assets of the AMP Business, except in the case of clauses (b), (c) or and (d) above, for any such breachbreaches, defaultviolations, violationdefaults, rights or Consent thatEncumbrances as would not, individually or in the aggregate, would not reasonably be expected material to have the AMP Business or the AMP Entities, taken as a Material Adverse Effectwhole.
Appears in 2 contracts
Samples: Business Combination Agreement (Ardagh Metal Packaging S.A.), Business Combination Agreement (Gores Holdings v Inc.)
Noncontravention. The Assuming compliance with the matters referenced in Section 4.4 (including the making, receipt or satisfaction of the filings, approvals or waiting periods referred to therein), neither the execution and delivery by Seller of this Agreement by Parent or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and Merger Sub nor the consummation by Seller Parent or Merger Sub of the transactions contemplated hereunderTransactions, nor compliance by Parent and Merger Sub with any of the terms or provisions hereof, will not (a) conflict with, with or violate or result in a default under any provision of (i) the certificate of formation incorporation or bylaws of Seller Parent or (ii) the Company certificate of incorporation, bylaws or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement other comparable governing documents of the consent contemplated by Section 1.2(a)(iv) andSubsidiaries of Parent, if required in connection with the sale of the Conditioned Interestincluding Merger Sub, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the Knowledge of Sellerfilings referred to in Section 4.4 are made, conflict violate any Law or Order applicable to Parent or Merger Sub, (ii) with or without notice, lapse of time or both, violate, breach, result in a breachloss of benefits or constitute a default under any of the terms, default conditions or violation of, or require a Consent under, provisions of any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller Parent or Merger Sub is a party or accelerate, require a payment under or give rise to which Seller a right of termination, purchase, sale, cancellation, modification or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) acceleration of any of Parent’s or Merger Sub’s obligations under any such Contract or Permit or to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry loss of any Person), conflict with or result in benefit under a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (ciii) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consentany Permitted Lien) on any properties, except rights or assets of Parent or any of its Subsidiaries, except, in the case of clauses clause (b), (c) or (d) abovefor such violations, for any such breachdefaults, defaultaccelerations, violationpayments, or Consent thatrights, individually or in the aggregate, losses and creations as would not reasonably be expected to have be material to Parent and its Subsidiaries, taken as a Material Adverse Effectwhole, or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions.
Appears in 1 contract
Noncontravention. The Subject to the filing of the Certificate of Merger as required by the Delaware General Corporation Law and to the filing or other regulatory requirements, if any, of any other applicable U.S. or foreign regulatory body, neither the execution and delivery by Seller the Company of this Agreement or any other documents required agreement contemplated hereby, nor the performance by the Company of its obligations hereunder to be executed and delivered by Seller pursuant to this Agreementor thereunder, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby or thereby, will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company each as amended or restated to date, or the Certificate of Incorporation or By-laws (or comparable organizational documents) of any Subsidiary each as amended or restated to date, (b) require on the part of the Company, any Subsidiary or any Company Stockholder any notice to or filing with, violate or any permit, authorization, consent or approval of, any Governmental Entity, (c) except as set forth in Section 2.4 of the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under under, result in the certificate acceleration of formation obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Seller indebtedness, Security Interest or other arrangement to which the Company or any Subsidiary is a party or by which the limited liability company agreement Company or any Subsidiary is bound or to which any of Seller or their respective assets is subject, (d) result in the Gulf LNG LLC Agreement, or, subject to procurement imposition of any Security Interest upon any assets of the consent contemplated by Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any Subsidiary or any of their respective properties or assets. Section 1.2(a)(iv) and2.4 of the Disclosure Schedule sets forth a true, if correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, that are required in connection with the sale consummation by the Company of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC transactions contemplated by this Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Noncontravention. The execution and Except as set forth on Section 3.03 of the Disclosure Schedule, neither the authorization, execution, delivery by Seller or performance of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this AgreementSeller, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (a) conflict with, violate or result in a any violation or default under (with or without notice or lapse of time, or both) or give rise to any payment obligation, or a right of termination, notice, consent, cancellation, modification or acceleration or any obligation or loss of any benefit under (i) the certificate of formation of Seller or the Company or the limited liability company agreement of Seller the Company or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestSeller’s Organizational Documents, (bii) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (Permits, or other than the Gulf LNG LLC Agreement), document or Permit restriction of any Governmental Authority to which Seller is a party or to which Seller or its assetsSeller, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company or any of its Subsidiaries is a party subject or by which any of their assets are bound or (iii) any Material Contract or Lease to which the Company or any of its Subsidiaries are a party or by which any of their respective properties or assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consentmay be bound, except in the case of clauses (bii) and (iii), (c) or (d) abovewhere the conflict, for any such breachviolation, default, violationpayment obligation, right of termination, notice, cancellation, modification or Consent thatacceleration, individually obligation or in loss of benefit would not, be material to the aggregateCompany and its Subsidiaries taken as a whole. Immediately following the Closing, the Company and its Subsidiaries will be permitted to exercise all of their rights under the all of such Material Contracts without the payment of any additional amounts other than amounts which the Company would otherwise be required to pay pursuant to the terms of such Material Contracts had the Agreement and transactions contemplated thereby not occurred Except for the applicable requirements of the HSR Act or any applicable Foreign Competition Laws, and except as set forth on Section 3.03 of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement by Seller, nor the consummation by Seller of the transactions contemplated hereby, will require any consent or approval of or notice to any Governmental Authority, except for consents, approvals or notices the failure of which to obtain or provide would not reasonably be expected material to have the Company and its Subsidiaries taken as a Material Adverse Effectwhole.
Appears in 1 contract
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunder, hereby will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Sellerviolate or conflict in any way with any applicable statute, conflict with regulation, law, rule, common law doctrine, judgment, order, decree, stipulation, injunction, charge or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry restriction of any Person)governmental body, conflict with governmental agency or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or court to which the Company or its assets are subjectany Subsidiary is subject or any provision of the charter or By-Laws of the Company or any Subsidiary, or (cii) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time, or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, require any notice under, or result in the creation of any Lien Security Interest upon any of the Unconditioned assets of the Company or any Subsidiary pursuant to the terms of, any contract, agreement, lease, sublease, license, sublicense, franchise, permit, indenture, agreement for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Conditioned Interest (except transfer restrictions under applicable securities Laws) Company or (d) require Seller or, any Subsidiary is a party or by which any of them is bound or to the Knowledge which any of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consenttheir respective assets are subject, except in the case of clauses (b)for conflicts, (c) or (d) abovebreaches, for any such breachdefaults, defaultaccelerations, violationterminations, or Consent thatmodifications, cancellations which individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse EffectEffect on the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government, governmental agency or court, or any other Person in order for the Parties to consummate the Merger and the transactions contemplated by this Agreement and in order that the Merger and such transactions not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on any of the Company's or the Subsidiaries' assets pursuant to the provisions of, any agreement, arrangement or understanding or any license, franchise or permit, except for the filings of the California Merger Agreement with the California Department and the Delaware Certificate of Merger with the Delaware Department.
Appears in 1 contract
Samples: Merger Agreement (Metzler Group Inc)
Noncontravention. The (a) P2 is not (i) in violation of its organizational document, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which P2 or any of its Subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of P2 or any subsidiary is subject, or (iii) in violation of any law, statute, rule, regulation, Judgment or writ of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over P2 or any of its Subsidiaries or any of their respective properties, assets or operations, except, in the cases of clauses (ii) and (iii), for such defaults and violations that would not reasonably be expected to have a P2 Material Adverse Effect.
(b) None of (i) the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder Related Agreements, or the performance by the Company of its obligations under this Agreement or any Related Agreements, (ii) the issue and sale by the Company of the Preferred Shares nor (iii) the application of the net proceeds to be executed and delivered by Seller pursuant to the Company from this offering in the manner described under the heading “Use of Proceeds” in this Agreement, and the consummation by Seller of the transactions contemplated hereunder, will not (a) conflict with, violate or result in a breach of or constitute a default under (A) any provision of law applicable to P2 or any of its Subsidiaries, (B) the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Partnership Agreement, orcharter, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase by-laws or similar right with respect to the Unconditioned Interest organizational document of P2 or the Conditioned Interestany of its Subsidiaries, (bC) (i) any agreement or other instrument binding upon P2 and its Subsidiaries that is material to the Knowledge of SellerP2 and its Subsidiaries, conflict with or result in taken as a breach, default or violation ofwhole, or require a Consent under, (D) any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller Judgment of any Governmental Entity having jurisdiction over P2 or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG ConsentSubsidiaries, except in the case of clauses (bA), (cC) or and (d) aboveD), for any such breach, default, violation, or Consent that, individually or in the aggregate, default that would not reasonably be expected to have a P2 Material Adverse Effect.
Appears in 1 contract
Samples: Securities Purchase and Rights Agreement (Pattern Energy Group Inc.)
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (ai) violate any constitution, statute, regulation, rule, injunction, judgment, or other restriction of any government, governmental agency, or court to which any of the Company and its Subsidiaries is subject or any provision of the charter or bylaws of any of the Company and its Subsidiaries or (ii) conflict with, violate result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Company and its Subsidiaries is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a default under material adverse effect on the certificate business, condition (financial or otherwise), operations, results of formation operations, or future prospects of Seller or the Company and its Subsidiaries taken as a whole or on the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement ability of the consent Parties to consummate the transactions contemplated by this Agreement (a "Material Adverse Effect"). Except as set forth in Section 1.2(a)(iv3.2(c) andof the Disclosure Schedule, if required neither the Company nor any of its Subsidiaries needs to obtain any authorization, consent, or approval of, or make any CONFORMED COPY declaration, filing or registration with, any government or governmental agency or regulatory authority in connection with the sale execution, delivery and performance of this Agreement and the consummation of the Conditioned Interesttransactions contemplated hereby, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to except where the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, failure to obtain such authorizations, consents, approvals, declarations, filings or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, registrations would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Noncontravention. The execution and Neither the execution, delivery by Seller or performance of this Agreement by the Seller nor the execution, delivery or any performance by each of the Seller Parties of each other documents required hereunder agreement or instrument to be which it is a party executed and in connection with this Agreement or delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby or thereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) violate any Law, to which any of the Knowledge Seller Parties is subject or any provision of Sellertheir Organizational Documents, (ii) contravene, conflict with or result in a breach, default material violation of any of the terms or violation requirements of, or require a Consent undergive any Governmental Authority the right to revoke, withdraw, suspend, cancel or terminate any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document material authorization or Permit issued by a Governmental Authority that is held by any of the Seller Parties or that otherwise relates to the Acquired Interests, (iii) give any Governmental Authority or other Person the right to challenge any material portion of the transactions contemplated under this Agreement or exercise any remedy or obtain any relief that is material to the Acquired Interests under any Law to which any of the Seller Parties is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and or (iiiv) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)conflict with, conflict with or result in a breach, default or violation breach of, or require constitute a Consent default under, result in the acceleration of, create in any Lawparty the right to accelerate, Orderterminate, Contract (other than the Gulf LNG LLC Agreement)modify, document cancel or Permit to which the Company is a party exercise any material remedy or to which the Company loss of rights, or its assets are subject, (c) result in the creation of any Lien upon Encumbrance (other than Permitted Encumbrances), or require any notice (in all such cases with or without the Unconditioned Interest giving of notice and/or the passage of time) under any material agreement, contract, lease, license, instrument, or other arrangement to which any of the Conditioned Interest Seller Parties is a party or by which it is bound or to which any of its assets is subject, except for (except x) required consents to transfer restrictions under applicable securities Lawsand related provisions and any other third-party approvals or consents contemplated in this Agreement and (y) or (d) require Seller or, for consents of any Governmental Authority required with respect to the Knowledge Permits, all of Seller (which for this purpose shall not include any obligation to make any inquiry are set forth in Section 3.1(c) of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectSeller's Disclosure Schedule.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Alpha Natural Resources, Inc.)
Noncontravention. The execution and Except as disclosed in Section 3.04 of the Sellers’ Disclosure Schedules, none of the authorization, execution, delivery or performance by Seller any Acquired Company of this Agreement or any other documents required hereunder Ancillary Agreement to which it is, or will be executed and delivered at Closing, a party, nor the consummation of the Contemplated Transactions, will:
(a) assuming the taking of each action by Seller pursuant to this Agreement(including the obtaining of each necessary authorization, consent or approval), or in respect of, and the consummation by Seller making of all necessary filings with, Governmental Authorities, in each case, as disclosed in Section 3.03 of the transactions contemplated hereunder, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of SellerSellers’ Disclosure Schedules, conflict with or result in a breach, default breach or violation of, or require constitute a Consent default (or an event which, with notice or lapse of time or both, would constitute a default) under, any LawLegal Requirement applicable to an Acquired Company, Order, Contract (other than the Gulf LNG LLC Agreement), document Business or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry Assets of any Person), Acquired Company; or
(b) conflict with or result in a breach, default breach or violation of, or require constitute a Consent default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any Lawaction by (including any authorization, Orderconsent or approval) or notice to any Person, Contract (other than the Gulf LNG LLC Agreement)or require any offer to purchase or prepayment of any Debt or Liability under, document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien Encumbrance upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry forfeiture of any Person)of the rights, interests, duties, properties or assets of any Acquired Company under, any of the terms, conditions or provisions of (i) any Permit applicable to or otherwise affecting any Acquired Company, the Business or any Assets of any Acquired Company, to obtain or make any Consent from or with any Personexcept where such conflict, other than the Gulf LNG Consentbreach, except in the case of clauses (b), (c) or (d) above, for any such breachviolation, default, violationtermination, acceleration or Consent that, individually or in the aggregate, other event has not had and would not reasonably be expected to have have, a Material Adverse Effect, or (ii) any Contractual Obligation or IP Contract, except where such conflict, breach, violation, default, termination, acceleration or other event has not had and would not reasonably be expected to have, a Material Adverse Effect, or (iii) the Organizational Documents of any Acquired Company.
Appears in 1 contract
Noncontravention. The execution Assuming receipt of the HSR Approval and the Governmental Authorizations set forth on Exhibit D, except as set forth on Schedule 3D of the Company Disclosure Letter, the execution, delivery by Seller and performance of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementdo not, and the consummation by Seller of the transactions contemplated hereunderhereby will not, will not (ai) conflict with, contravene or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(ivOrganizational Documents of Seller, or (ii) andconstitute a material default of, if required in connection with give any third party the sale of the Conditioned Interestright to terminate, Section 1.2(c)(ii)modify or accelerate any obligation under, entitle or require any Person authorization, consent, approval, exemption or other action by, or notice to, any Governmental Entity as a result of, any Order to exercise any preferential purchase rightwhich Seller, option to purchase or similar right is subject, except, with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and foregoing clause (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent thatas would not, individually or in the aggregate, would not reasonably be expected material. 3E. Title. Seller owns, beneficially and of record, each Seller Interest free and clear of all Liens other than those arising pursuant to this Agreement and applicable securities Laws. All of the Seller Interests have been duly authorized and validly issued pursuant to the Company’s Organizational Documents. Except as set forth on Schedule 3E of the Company Disclosure Letter, (i) there are no outstanding options, warrants or other rights to purchase or otherwise acquire any equity interests of the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Company or its Subsidiaries and (iii) there are no voting trusts, limited liability company agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a Material Adverse Effect.party
Appears in 1 contract
Samples: Purchase and Sale Agreement (Talen Energy Supply, LLC)
Noncontravention. The execution and Except as disclosed on Schedule 3.4, none of the execution, delivery or performance by Seller a Group Company of this Agreement or any other documents required hereunder Ancillary Agreement to be executed and delivered by Seller pursuant to this Agreement, and which it is (or will be) a party nor the consummation by Seller of the transactions contemplated hereunder, will not Contemplated Transactions will: (a) conflict assuming the taking of any action by (including any authorization, consent or approval), or in respect of, or any filing with, any Governmental Authority, in each case, as disclosed on Schedule 3.3, violate or result in any Legal Requirement applicable to a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Group Company; (b) (i) to the Knowledge of Seller, conflict with or result in a breachthe modification, default acceleration, termination, breach or violation of, or require a Consent default under, or give rise to any Law, Order, right of acceleration or termination under any Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)Group Company, conflict with or result in a except where such modification, acceleration, termination, breach, violation, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall event has not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, had and would not reasonably be expected to have a Material Adverse Effect; (c) require any action by (including any authorization, consent or approval) or in respect of (including notice to) any Person under any Contract of any Group Company, except where the failure to take such action has not had and would not reasonably be expected to have a Material Adverse Effect; (d) result in the creation or imposition of an Encumbrance upon, or the forfeiture of, any Asset, except where such result has not had and would not reasonably be expected to have a Material Adverse Effect; or (e) result in a breach or violation of, or default under, the organizational documents of any Group Company. The Unitholder Consent satisfies all authorization, consent and approval requirements under the LLC Agreement and the DLLCA and no other authorization, consent or approval is required under the LLC Agreement or the DLLCA in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Agreement to which it is (or will be) a party.
Appears in 1 contract
Samples: Merger Agreement (Fresenius Medical Care AG & Co. KGaA)
Noncontravention. (a) The execution and delivery by Seller Buyer and Merger Sub of this Agreement, the consummation of the Merger and the other transactions contemplated hereunder and the compliance by Buyer and Merger Sub with the provisions of this Agreement will not (i) result in the breach of any of the terms or conditions of, or constitute a default under or violate, as the case may be, the Constitutive Documents of Buyer or Merger Sub or (ii) violate any Law or Judgment applicable to, or Contract of, Buyer or Merger Sub, other documents required hereunder than any such breaches, defaults or violations that individually or in the aggregate would not impair in any material respect the ability of each of Buyer and Merger Sub to be executed and delivered by Seller pursuant to perform its obligations under this Agreement, and or prevent or materially impede or delay the consummation by Seller of the Merger or any of the other transactions contemplated hereunder.
(b) No consent, will not (a) conflict approval, order or authorization of, registration, declaration or filing with, violate or result in a default under the certificate of formation of Seller notice to, any Governmental Entity is required by or the Company with respect to Buyer or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required Merger Sub in connection with the sale execution and delivery by Buyer and Merger Sub of this Agreement, the consummation by Buyer and Merger Sub of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to Merger and the Unconditioned Interest other transactions contemplated by this Agreement or the Conditioned Interestcompliance by Buyer and Merger Sub with the provisions of this Agreement, (b) except for (i) filing of the Certificate of Merger with the office of the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, do business and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)such other consents, conflict with or result in a breachapprovals, default or violation oforders, or require a Consent underauthorizations, any Lawregistrations, Orderdeclarations, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)filings and notices, the Company, failure of which to obtain be obtained or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, made individually or in the aggregate, aggregate would not reasonably be expected impair in any material respect the ability of each of Buyer and Merger Sub to have a Material Adverse Effectperform its obligations under this Agreement, or prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereunder.
Appears in 1 contract
Noncontravention. The Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Certificate of Merger as required by the New York Business Corporation Law, except as set forth in Section 2.4 of the Disclosure Schedule, neither the execution and delivery by Seller the Company or the Company Stockholders of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementthe Fundamental Agreements, and nor the consummation by Seller the Company or the Company Stockholders of the transactions contemplated hereunderhereby, will not (a) conflict with, with or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(ivCertificate of Incorporation (as amended) and, if required in connection with the sale or By-laws of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestCompany, (b) require on the part of the Company or any corporation, partnership, limited liability company or other form of business association (ia "Business Entity") with respect to which the Knowledge Company, directly or indirectly, has the power to vote or direct the voting of Sellersufficient securities to elect a majority of the directors or managers (a "Subsidiary") any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), (c) conflict with or with, result in a breachbreach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawcontract, Orderlease, Contract sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit arrangement to which the Company is a party or to by which the Company is bound or to which any of its assets are is subject, (cd) result in the creation imposition of any Lien Security Interest upon any assets of the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) Company or (de) require Seller orviolate any order, writ, injunction, decree, statute, rule or regulation applicable to the Knowledge Company or any of Seller its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (which for this purpose shall not include any obligation to make any inquiry whether arising by contract or by operation of any Personlaw), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent(i) mechanic's, except in the case of clauses (b)materialmen's and similar liens, (cii) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.liens arising under worker's
Appears in 1 contract
Samples: Merger Agreement (Security Dynamics Technologies Inc /De/)
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any government, governmental agency or court to which either the Purchaser or its Subsidiaries is subject or any provision of the charter or bylaws of either the Purchaser or its Subsidiaries or (ii) conflict with, violate or result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require a Consent underany notice under any agreement, any Lawcontract, Orderlease, Contract (license, instrument or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which Seller either the Purchaser or its Subsidiaries is a party or to by which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company it is a party bound or to which the Company or any of its assets are is subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses clause (b)ii) where the violation, (c) or (d) aboveconflict, for any such breach, default, violationacceleration, termination, modification, cancellation or Consent that, individually or in the aggregate, failure to give notice would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, financial condition or results of operations of the Purchaser and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Other than in connection with the provisions of the Hart-Scott-Rodino Act, Nasxxx, xxx Xxxxxxxxes Exchange Act, the Securities Act, state securities laws, and with regard to any required governmental or regulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in Section 4(d) of the Purchaser Disclosure Letter, neither the Purchaser nor its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Noncontravention. The Subject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx-Xxxxxx Act”), and the other Antitrust Laws and FDI Laws, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered Ancillary Agreement by Seller pursuant to this AgreementPKI or any Seller, and nor the consummation by PKI or any Seller of the transactions contemplated hereunderhereby or thereby, will not including the Pre-Closing Transactions, contemplated hereby or thereby, will:
(a) conflict withwith or violate any provision of the charter, violate articles of association, bylaws or result in a default under the certificate other organizational documents of formation of PKI, any other Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Acquired Company;
(b) (i) to require on the Knowledge part of SellerPKI, conflict with any other Seller or result in a breachany Acquired Company any filing with, default notice to, or violation any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or require commission or other governmental or regulatory authority or any agency, division, bureau, department, instrumentality or sector thereof, in each case, anywhere in the world (a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement“Governmental Entity”), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breachfiling, defaultnotice, violationpermit, authorization, consent or Consent thatapproval which if not obtained or made would not, individually or in the aggregate, would not reasonably be expected to have be material to the Business, taken as a Material Adverse Effectwhole, or prevent or delay past the Outside Date the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement;
(c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest to which PKI, any other Seller or any Acquired Company is a party or by which PKI, any other Seller or any Acquired Company is bound or to which any of their respective assets is subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not, individually or in the aggregate, reasonably be expected to result in any liability that would be material to the Business, taken as a whole, or prevent or delay past the Outside Date the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement; or
(d) violate any Law, order, writ, injunction or decree specifically naming, or statute, rule, regulation or posted privacy policy applicable to, the Business, any Acquired Company or any Seller or any of or their respective properties or assets, except for any violation that would not, individually or in the aggregate, reasonably be expected to result in any liability that would be material to the Business, taken as a whole, or prevent or delay past the Outside Date the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Perkinelmer Inc)
Noncontravention. The execution and (a) Neither the execution, delivery by Seller or performance of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementthe Company, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby, does or will not (ai) conflict with, violate or result in a default under any provision of the certificate of formation incorporation or bylaws of Seller or the Company or the limited liability company agreement any of Seller its Subsidiaries or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the Company’s or any of its Subsidiaries’ Organizational Documents (assuming the affirmative vote or consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of a majority of the Conditioned Interest, Section 1.2(c)(iiissued and outstanding shares of Company Stock is obtained), entitle any Person to exercise any preferential purchase right, option to purchase (ii) violate or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (Order or other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry restriction of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or Governmental Authority to which the Company or any of its Subsidiaries and their respective properties or assets are is subject, (ciii) with or without notice, lapse of time or both, conflict with, result in a material breach or material violation of, constitute a material default under, result in the termination (or right of termination), cancellation, creation or acceleration of any material rights under, or require any consent or notice under, any Major Contract, Lease, Permit or Other Contract, or (v) result in the creation or imposition of a Lien (other than Permitted Liens) on any Lien upon of the Unconditioned Interest properties or assets of the Conditioned Interest (Company or any of its Subsidiaries. Except for the applicable requirements of the HSR Act, and except transfer restrictions under applicable securities Laws) as set forth on Section 3.03 in the Disclosure Schedule, neither the execution, delivery or (d) require Seller or, to the Knowledge performance of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will require any consent or approval of or notice to obtain any Governmental Authority.
(b) The Company’s board of directors, by resolutions duly adopted by an affirmative vote at a meeting of the directors of the Company duly called and held and, not subsequently rescinded or make modified in any Consent from or with any Personway, other than has: (i) determined that this Agreement and the Gulf LNG Consenttransactions contemplated hereby, except including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the case best interests of, the Company and the Company’s Stockholders; (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of clauses the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein; (b)iii) directed that this Agreement be submitted to a vote of the Company’s Stockholders for adoption at a meeting of the Company’s Stockholders; and (iv) resolved to recommend that Company’s Stockholders vote in favor of adoption of this Agreement in accordance with the Delaware General Corporation Law. Upon and subject to the Company’s delivery, at the direction of and on behalf of OCM Drum Investors, L.P., of the Drag-Along Notice (c) or (d) above, for any such breach, default, violation, or Consent that, individually or as defined in the aggregateStockholders Agreement) pursuant to Section 5.05, would not reasonably each Stockholder will be expected deemed to have a Material Adverse Effectwaived any applicable appraisal and/or dissenters rights in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Noncontravention. The Subject to the filing of the Certificate of Merger as required by the GCL and the LLCA, neither the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby, will not (a) conflict with, with or violate or result in a default under any provision of the certificate of formation of Seller or the Company or the limited liability company agreement of Seller the Company, as amended to date, bylaws or the Gulf LNG LLC Agreement, or, subject to procurement other organizational document of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestCompany Subsidiary, (b) (i) to require on the Knowledge part of Sellerthe Company or any Company Subsidiary any filing with, conflict with or result in a breachany permit, default authorization, consent or violation approval of, any court, arbitrational tribunal, administrative agency or require commission or other governmental or regulatory authority or agency (a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement"Governmental Entity"), document or Permit to which Seller is a party or to which Seller or its assetsexcept for such permits, including the Unconditioned Interest authorizations, consents and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which approvals for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a party breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or its any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of their assets are is subject, except for (ci) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller orconflict, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violationacceleration, termination, modification or Consent thatcancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, for which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver the absence of which, individually or in the aggregate, would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or any Company Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Company Subsidiary or any of their properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and "Ordinary Course of Business" means the ordinary course of the Company's business, consistent with past custom and practice (including with respect to frequency and amount).
Appears in 1 contract
Noncontravention. The (a) Neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge violate any constitution, statute, regulation, rule, ordinance, code, injunction, judgment, order, decree, ruling, charge, writ, determination or other restriction (“Law”) of Sellerany government or political subdivision or department thereof, conflict with any governmental regulatory body, commission, board, agency or result in a breach, default or violation ofinstrumentality, or require a Consent underany court or arbitrator or alternative dispute resolution body, any Lawin each case whether federal, Orderstate, Contract local or foreign (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii“Governmental Authority”) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or any of its assets are subjectSubsidiaries is subject or any provision of the Certificate of Incorporation or the Bylaws or the certificate of incorporation or bylaws or similar constituent documents of the Company’s Subsidiaries or (ii) conflict with, result in a breach or violation of, constitute a default (cwith or without notice or the passage of time) under, result in the creation acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries or require any notice, consent, waiver or approval under any agreement, contract, lease, license, loan, debt instrument, note, bond, indenture, mortgage, deed of trust, joint venture agreement, approval of a Governmental Authority or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets is subject (or result in the imposition of any Lien mortgage, pledge, Lien, encumbrance, charge or other security interest upon the Unconditioned Interest any of such assets or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Personproperties), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b)either case, (c) or (d) above, for any where such breach, default, violation, conflict or Consent that, individually or in the aggregate, default would not reasonably be expected to have a Material Adverse Effect.
(b) Except for the filing of a Form D with the Securities and Exchange Commission (the “SEC”) and filings which may be required under state securities laws, for which filings the Company shall be responsible, neither the Company nor any of its Subsidiaries is required to give any notice to, make any filing or registration with, or obtain any authorization, consent or approval of any Governmental Authority in connection with the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby.
(c) No consent or approval of the Company’s stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the Nasdaq Stock Market, or otherwise, for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.
(d) The execution, delivery and performance of this Agreement by the Company and the consummation of transactions contemplated hereby will not constitute a “Change of Control” as such term is defined in any contract, agreement, indenture, mortgage, note, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject.
Appears in 1 contract
Noncontravention. The Assuming that all consents, approvals, authorizations and permits described in Section 4.04 of the Disclosure Schedule have been obtained and all filings and notifications described in this Section 4.04 have been made, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with violate any Law or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or Court Order to which the Company or any of its assets are Subsidiaries is subject, (cii) assuming the Requisite Stockholder Approval is obtained, violate any provision of the charter, bylaws or other governing documents of the Company or any of its Subsidiaries (the “Charter Documents”), or (iii) conflict with, result in or constitute a Default under, or require any notice under any Contract to which the Company or any of its Subsidiaries is a party or by which it is bound or to which any of its Assets is subject (or result in the creation imposition of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge any of Seller (which for this purpose shall not include any obligation to make any inquiry of any Personits Assets), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), i) and (ciii) or (d) above, for any such breach, default, where the violation, conflict, Default, failure to give notice or Consent that, individually or in the aggregate, Lien would not reasonably be expected have a Material Adverse Effect. Except as set forth in Section 4.04 of the Disclosure Schedule and except for the filing of the Certificate of Merger under the ORC, the pre-merger notification requirements of the HSR Act and foreign antitrust and competition law filings, neither the Company nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Body in order for the parties to consummate the transactions contemplated by this Agreement, except where the failure to give any notice, make any filing with or obtain any authorization, consent or approval would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medvest Holdings Corp)
Noncontravention. The (a) Except as set forth in Schedule 3.2(a), the execution and delivery by Seller the Company (or any other Anghami Company, as applicable) of this Agreement and each other Transaction Agreement to which any Anghami Company is or any other documents is required hereunder to be executed and delivered by Seller pursuant to this Agreementa party or otherwise bound, and the consummation by Seller any Anghami Company of the transactions contemplated hereunderhereby and thereby and compliance by any Anghami Company with any of the provisions hereof and thereof, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in any breach of any of the material terms, conditions or provisions of, (ii) constitute a breachdefault under (whether with or without the giving of notice, default the passage of time or both), (iii) result in a violation of, (iv) give any third party the right to terminate or require a Consent accelerate, or cause any termination or acceleration of, any material right or material obligation under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (cv) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) Company Shares under, or (dvi) require Seller orany approval from, to the Knowledge or filing with, any Governmental Entity under or pursuant to, in each case of Seller clause (which for this purpose shall not include any obligation to make any inquiry of any Personi) through (vi), the Company, Governing Documents of any Anghami Company or any Law or Order to obtain which any Company Shareholder or make any Consent from Anghami Company is bound or with any Person, other than the Gulf LNG Consentsubject, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent thatdeviations from any of the foregoing that has not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on the Anghami Companies (taken as a whole), Pubco or Vistas Merger Sub or Anghami Merger Sub.
(b) Except as set forth in Schedule 3.2(b) or as would not be materially adverse to the Anghami Companies, taken as a whole, the execution and delivery by the Company (or any other Anghami Company, as applicable) of this Agreement and each other Transaction Agreement to which any Anghami Company is or is required to be a party or otherwise bound, and the consummation by any Anghami Company of the transactions contemplated hereby and thereby and compliance by any Anghami Company with any of the provisions hereof and thereof, will not (i) conflict with or result in any breach of any of the material terms, conditions or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in a violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v) result in the creation of any Lien upon the Company Shares under, or (vi) other than public disclosure thereof pursuant to the filings required pursuant to Section 6.1, require any approval under or pursuant to, in each case of clause (i) through (vi), any Material Contract.
Appears in 1 contract
Samples: Business Combination Agreement (Vistas Media Acquisition Co Inc.)
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not shall (ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any, federal, state and foreign court, commission, governmental body, regulatory or administrative agency, authority or tribunal (each "Governmental Entity") to which Target is subject or any provision of the Restated Certificate, or bylaws of Target or (ii) assuming that all consents, approvals, authorizations and other actions described in Schedule 3(d) have been obtained and all filings and obligations described such Schedule 3(d) have been made or complied with, conflict with, violate result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, mortgage, note lease, license, instrument or other arrangement to which Target is a party or by which it is bound or to which any of its material assets is subject (or result in the imposition of any Security Interest upon any of its material assets), except where with respect to (i) and (ii) above the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a default under Material Adverse Effect on the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement ability of the consent Parties to consummate the transactions contemplated by Section 1.2(a)(ivthis Agreement or upon Parent or Sub. Except as set forth in Schedule 3(d) andof the Target Disclosure Schedule, if required other than (A) the filings and/or notices in connection with the sale provisions of the Conditioned InterestDelaware Act or state securities laws and (B) such other consents, Section 1.2(c)(ii)approvals, entitle any Person to exercise any preferential purchase rightorders, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interestauthorizations, (b) (i) to the Knowledge of Sellerpermits, conflict with or result in a breachfilings, default or violation ofreports, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document modifications that if not obtained or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, made would not reasonably be expected to have a Material Adverse Effectprevent or delay the consummation of the transactions contemplated by this Agreement, Target does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Barpoint Com Inc)
Noncontravention. (a) The execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated hereunderhereby, do not and will not (a) conflict with, violate or result in a default under the certificate of formation of Seller any violation or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation breach of, or require a Consent default (with or without notice or lapse of time or both) under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit give rise to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation right of, or require result in, termination, cancelation or acceleration of any obligation or to a Consent loss of a benefit under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien in or upon any of the Unconditioned Interest properties or assets of Seller or the Conditioned Interest Target Companies under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of, in each case, as applicable, (except transfer restrictions under applicable securities Lawsi) the certificate of formation or incorporation or limited liability company agreement or bylaws (or similar governing document) of any Target Company or (dii) require Seller or, assuming compliance by Buyer with Section 4.03 and subject to the Knowledge of Seller (which for this purpose shall not include any obligation governmental filings and other matters referred to make any inquiry of any Personin Section 3.03(b), the Companyany Law applicable to Seller or any Target Company or their respective properties or assets, to obtain or make any Consent from or with any Personexcept, other than the Gulf LNG Consent, except in the case of clauses clause (bii), (c) such conflicts, violations, breaches, defaults, terminations, cancelations, accelerations, losses, Liens, rights or (d) above, for any such breach, default, violation, or Consent entitlements that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectresult in material liability or interfere in any material respect with the operation of the businesses of the Target Companies or the ability of Seller to perform its obligations under this Agreement.
(b) Except for compliance with the HSR Act, if required, and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under any other applicable merger control or similar foreign antitrust and competition Law, the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement do not require any consent, approval, order or authorization of, registration, declaration or filing with, or notice to any Governmental Authority, except for any consent, approval, order, authorization, registration, declaration, filing or notice the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to result in material liability or interfere in any material respect with the operation of the businesses of the Target Companies or the ability of Seller to perform its obligations under this Agreement.
Appears in 1 contract
Noncontravention. The Subject to compliance with:
(a) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Act; and
(b) applicable foreign Antitrust Laws;
(c) neither the execution and delivery by Seller of this Agreement or any Ancillary Agreement by GB Ltd. or any other documents required hereunder to be executed and delivered by Seller pursuant to this AgreementSeller, and nor the consummation by GB Ltd. or any other Seller of the transactions contemplated hereunderhereby or thereby, will will:
(i) conflict with or violate any provision of the charter, memorandum or articles of association, bylaws or other organizational documents of any Acquired Company or any Seller;
(ii) require on the part of any Acquired Company or any Seller any filing with, or any permit, authorization, consent or approval of any Governmental Entity, except as set forth on Section 3.4(c)(ii) of the Disclosure Schedule or for any filing, permit, authorization, consent or approval which if not obtained would not have an AS&O Business Material Adverse Effect;
(aiii) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementbreach of, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, constitute (b) (i) to the Knowledge of Seller, conflict with or without due notice or lapse of time or both) a default under, result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawcontract, Orderlease, Contract (other than the Gulf LNG LLC Agreement)sublease, document license, sublicense, franchise, permit, subsidy, indenture, agreement, mortgage for borrowed money, instrument of Indebtedness or Permit Security Interest to which any Acquired Company or any Seller is a party or to by which any Acquired Company or any Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party bound or to which the Company or its any of their respective assets are is subject, (cexcept as set forth on Section 3.4(c)(iii) result in of the creation of any Lien upon the Unconditioned Interest Disclosure Schedule or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such conflict, breach, default, violationacceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver which would not have an AS&O Business Material Adverse Effect; or
(iv) violate any order, writ, injunction or decree specifically naming, or Consent thatstatute, individually rule or in the aggregateregulation applicable to, any Acquired Company or any Seller or any of their respective properties or assets, except for any violation that which would not reasonably be expected to have a an AS&O Business Material Adverse Effect.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Integer Holdings Corp)
Noncontravention. The Subject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Act and the filing of the Merger Filings as required by the California General Corporation Law, neither the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller the Company of the Merger, the Final Merger or the other transactions contemplated hereunderhereby, will not (a) conflict with, with or violate any provision of the Articles of Incorporation or result in a default under the certificate By-laws of formation of Seller or the Company or the limited liability company agreement charter, by-laws or other organizational document of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestSubsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (ic) to the Knowledge of Sellerconflict with, conflict with or result in a breachbreach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document contract or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or instrument to which the Company or its any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets are is subject, except for (ci) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller orconflict, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violationacceleration, termination, modification or Consent thatcancellation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect and would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which, individually or in the aggregate, would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets.
Appears in 1 contract
Noncontravention. The execution (a) Except as set forth on Schedule 4.5(a) of Company Disclosure Letter, the authorization, execution, delivery and delivery by Seller performance of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the other documents delivered pursuant hereto, and the consummation by Seller of the transactions contemplated hereunderhereby, and thereby do not and will not (ai) conflict with, violate or result in a default under conflict with any Law of any Governmental Authority to which Company or any of the certificate Subsidiaries is subject or by which any of formation their respective properties or assets are bound or any provision of Seller the charter or the bylaws of Company or the limited liability company agreement or comparable governing and organizational documents of Seller any Subsidiary or the Gulf LNG LLC Agreement(ii) conflict with, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachbreach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or violation ofcancel, or require any notice or give rise to any obligation or to loss of a Consent material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Law, OrderPerson under any, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller Company or any of the Subsidiaries is a party or by which any of them is bound or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and any of their respective assets is subject (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breachthe imposition of any Security Interest upon any of its assets).
(b) Except for such filings and approvals as may be required pursuant to the Xxxx-Xxxxx-Xxxxxx Act and as set forth on Schedule 4.5(b) of Company Disclosure Letter, default or violation ofneither Company nor any of the Subsidiaries needs to give any notice to, make any filing with, or require a Consent underobtain any authorization, any Lawconsent, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation approval of any Lien upon Governmental Authority or third party in order for the Unconditioned Interest Parties to execute, deliver or perform this Agreement and the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to other documents delivered pursuant hereto and consummate the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effecttransactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Merger Agreement (Wellpoint Inc)
Noncontravention. The (a) Subject to compliance with the applicable requirements of any applicable Securities Laws, neither the execution and delivery by Seller the Buyer and Parent of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this the Escrow Agreement, nor the performance by the Buyer and Parent of their respective obligations hereunder or thereunder, nor the consummation by Seller the Buyer and Parent of the transactions contemplated hereunderhereby or thereby, will not will:
(ai) conflict with or violate any provision of the charter or By-laws of the Buyer or Parent;
(ii) require on the part of the Buyer or Parent any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity;
(iii) conflict with, violate or result in breach of, constitute (with or without due notice or lapse of time or both) a default under under, result in the certificate acceleration of formation obligations under, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Seller indebtedness, Security Interest or other agreement to which the Buyer or Parent is a party or by which either of them is bound or to which any of their respective assets are subject;
(iv) violate any order, writ, notice, injunction, decree, statute, rule or regulation applicable to the Buyer or any of their respective properties or assets.
(b) Other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Plan of Arrangement or which are required to be fulfilled post-closing, and except for the requisite approvals of the Court and Governmental Entities, no filing or registration with, or authorization, consent or approval of, any Governmental Entity is required of the Parent or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required Buyer in connection with the sale consummation of the Conditioned InterestArrangement, Section 1.2(c)(ii)except for such filings or registrations which, entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation ofif not made, or require a Consent underfor such authorizations, any Lawconsents or approvals which, Orderif not received, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent thatwould not, individually or in the aggregate, would not reasonably be expected materially impede the ability of the Parent or the Buyer to have a Material Adverse Effectconsummate the Arrangement.
Appears in 1 contract
Noncontravention. The Subject to compliance with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "Hart-Xxxxx-Xxxxxx Xxx"), neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementthe Seller, and nor the consummation by the Seller of the transactions contemplated hereunderhereby, will not (a) conflict withwith or violate any provision of the charter or bylaws of the Seller, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestSubsidiary, (b) (i) to require on the Knowledge part of the Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subjectthe Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Persona "Governmental Entity"), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breachfiling, defaultpermit, violationauthorization, consent or Consent that, individually approval which if not obtained or in the aggregate, made would not reasonably be expected to have a Company Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound or to which any of their assets is subject, (d) result in the imposition of any Security Interest upon the Company Shares or any assets of the Company or the Subsidiary, (e) violate any order, writ, injunction, decree, applicable to the Seller, the Company, the Subsidiary or any of their respective properties or assets or (f) violate any statute, rule or regulation applicable to the Seller, the Company, the Subsidiary or any of their respective properties or assets (other than a statute, rule or regulation relating to antitrust laws other than the Hart-Xxxxx-Xxxxxx Xxx), except for any violation that would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Noncontravention. The execution Assuming that all consents, waivers, approvals, authorizations and permits described in Schedule 4.4 have been obtained and all filings and notifications described in this Section 4.4 have been made, neither the execution, delivery by Seller or performance of this Agreement or any other documents required hereunder Ancillary Agreement to be executed and delivered by Seller pursuant to this Agreementwhich the Company is a party, and nor the consummation by Seller of the Merger or the other transactions contemplated hereunderhereby or thereby, will not (ai) violate any Laws and Regulations to which the Company is subject, (ii) assuming the Requisite Stockholder Approval is obtained, violate any provision of the Organizational Documents of the Company, or (iii) conflict with, violate or result in a breach of or any loss of any benefit under, or constitute a change of control or default under the certificate (or any event which with notice or lapse of formation time or both would become a default) under, or give to others any right of Seller termination, acceleration or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation cancellation of, any agreement, contract, lease, License, note, bond, mortgage, indenture, instrument or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit arrangement to which the Company is a party or by which it is bound or to which the Company any of its respective properties or its assets are subject, subject (c) or result in the creation imposition of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge any of Seller (which for this purpose shall not include any obligation to make any inquiry of any Personits assets), the Companyexcept, as to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (bi) and (iii), (c) or (d) abovewhere the violation, for any such conflict, breach, default, violation, default or Consent thatLien would not, individually or in the aggregate, would not reasonably be expected to have prevent the Company from performing its obligations under this Agreement or any of the Ancillary Agreements to which it is a Material Adverse Effectparty or prevent the consummation of the Merger or the other transactions contemplated hereby or thereby or otherwise materially and adversely affect the operations of the Company after the Closing. Except (i) as set forth in Schedule 4.4 and (ii) for the filing of the Certificate of Merger under the DGCL, neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Company is a party, nor the consummation of the Merger or the other transactions contemplated hereby or thereby, will require any notice to, filing with or authorization, consent, waiver, permit or approval of any Governmental Authority.
Appears in 1 contract
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the Transaction Documents nor the consummation by Seller of the transactions contemplated hereunderthereby (including the assignments referred to in Article I above), will not (ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Donlar is subject, (ii) violate any provision of the articles of incorporation or bylaws of Donlar or (iii) conflict with, violate or result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify, or violation ofcancel, or require a Consent underany notice under any agreement, any Lawcontract, Orderlease, Contract (license, instrument, or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which Seller Donlar is a party or by which it is bound or to which Seller or any of its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and assets is subject (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, the imposition of any Law, Order, Contract (other than the Gulf LNG LLC AgreementSecurity Interest upon any of its assets), document or Permit to which except where the Company is a party or to which the Company or its assets are subjectviolation, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller orconflict, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violationacceleration, termination, modification, cancellation, failure to give notice, or Consent thatSecurity Interest has not been waived in writing or would not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated thereby, (y) have or result in a material adverse effect on the Acquired Assets or (z) adversely impair Donlar's ability to perform fully on a timely basis its obligations under any Transaction Document (any of (x), (y) or (z) a Material Adverse Effect). Assuming satisfaction of all relevant conditions in Article IV, Donlar does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement (including the assignments referred to in Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Noncontravention. The (a) Neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge violate any constitution, statute, regulation, rule, ordinance, code, injunction, judgment, order, decree, ruling, charge, writ, determination or other restriction ("Law") of Sellerany government or political subdivision or department thereof, conflict with any governmental regulatory body, commission, board, agency or result in a breach, default or violation ofinstrumentality, or require a Consent underany court or arbitrator or alternative dispute resolution body, any Lawin each case whether federal, Orderstate, Contract local or foreign (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii"Governmental Authority") to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or any of its assets are subjectSubsidiaries is subject or any provision of the Certificate of Incorporation or the Bylaws or the certificate of incorporation or bylaws or similar constituent documents of the Company's Subsidiaries or (ii) conflict with, result in a breach or violation of, constitute a default (cwith or without notice or the passage of time) under, result in the creation acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries or require any notice, consent, waiver or approval under any agreement, contract, lease, license, loan, debt instrument, note, bond, indenture, mortgage, deed of trust, joint venture agreement, approval of a Governmental Authority or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Company's or its Subsidiaries' assets is subject (or result in the imposition of any Lien mortgage, pledge, Lien, encumbrance, charge or other security interest upon the Unconditioned Interest any of such assets or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Personproperties), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b)either case, (c) or (d) above, for any where such breach, default, violation, conflict or Consent that, individually or in the aggregate, default would not reasonably be expected to have a Material Adverse Effect.
(b) Except for filings which may be required under state securities laws, for which filings the Company shall be responsible, neither the Company nor any of its Subsidiaries is required to give any notice to, make any filing or registration with, or obtain any authorization, consent or approval of any Governmental Authority in connection with the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby (including the issuance of Common Stock upon conversion of the Series B Preferred).
(c) No consent or approval of the Company's stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the Nasdaq Stock Market, or otherwise, for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the issuance of Common Stock upon conversion of the Series B Preferred).
(d) The execution, delivery and performance of this Agreement by the Company and the consummation of transactions contemplated hereby will not constitute a "Change of Control" as such term is defined in any contract, agreement, indenture, mortgage, note, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Price Group LLC)
Noncontravention. The Subject to the filing of the Certificate of Merger as required by the Delaware General Corporation Law, to the filing requirements of the Xxxx-Xxxxx-Xxxxxx Act, and to the filing or other regulatory requirements, if any, of any other applicable U.S. or foreign regulatory body, neither the execution and delivery by Seller the Company and the Principal Stockholders of this Agreement or any other documents required agreement contemplated hereby, nor the performance by the Company and the Principal Stockholders of their respective obligations hereunder to be executed and delivered by Seller pursuant to this Agreementor thereunder, and nor the consummation by Seller the Company and the Principal Stockholders of the transactions contemplated hereunderhereby or thereby, will not (a) conflict with, with or violate any provision of the Certificate of Incorporation or result in a default under the certificate By-laws of formation of Seller or the Company each as amended or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject restated to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interestdate, (b) (i) require on the part of the Company or, to the Knowledge of SellerCompany's Knowledge, any Company Stockholder any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with or with, result in a breachbreach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawcontract, Orderlease, Contract (sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit arrangement to which the Company is a party or to by which the Company is bound or its to which any of the assets of the Company are subject, (cd) result in the creation imposition of any Lien Security Interest upon any assets of the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) Company or (de) require Seller violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or, to the Knowledge Company's Knowledge, any Principal Stockholder or any of Seller (which for this purpose shall not include any obligation their respective properties or assets. Section 2.4 of the Disclosure Schedule sets forth a true, correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, that are required in connection with the consummation by the Company and, to make any inquiry of any Person)the Company's Knowledge, the CompanyPrincipal Stockholders, to obtain or make any Consent from or with any Person, other than of the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effecttransactions contemplated by this Agreement.
Appears in 1 contract
Noncontravention. The Neither the execution and delivery by Seller Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller the Company Documents pursuant to this Agreementhereto, and nor the consummation by Seller of any of the transactions contemplated hereunderhereby or thereby, nor the performance by Company of its obligations hereunder or thereunder, will not (nor with the giving of notice or the lapse of time or both would): (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachbreach of any provision of the Articles of Incorporation or By-laws of Company; or (b) in any manner that would materially affect the ability of Company to consummate or perform the transactions contemplated hereby or have a material adverse effect on the business, default assets, liabilities, properties, results of operations or violation offinancial condition of Company (hereinafter, a "Material Adverse Effect"), (i) give rise to a default, or require a Consent underany right of termination, any Lawcancellation or acceleration, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), otherwise be in conflict with or result in a breachloss of contractual benefits to Company under any of the terms, default conditions or violation ofprovisions of any note, bond, mortgage, indenture, license, agreement or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document instrument or Permit obligation to which the Company is a party or by which Company may be bound or to which Company may be subject, or require any consent, approval or notice under the terms of any such document or instrument that has not been obtained, or (ii) violate any order, writ, injunction, decree, law, statute, rule or regulation of any court or governmental authority which is applicable to Company or its assets are subject, (ciii) result in the creation or imposition of any Lien lien, adverse claim, security interest, pledge, mortgage, charge or encumbrance, of any nature whatsoever (a "Lien"), upon any of the Unconditioned Interest properties or assets of Company; or (c) interfere with or otherwise adversely affect the Conditioned Interest (except transfer restrictions under applicable securities Laws) ability of the Surviving Corporation to carry on the business of the Company after the Effective Time on substantially the same basis as is now conducted; or (d) require Seller orthe consent, to the Knowledge waiver, approval, authorization that has not been obtained, license, certificate or franchise, of Seller (which for this purpose shall not include or any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, filing by Company other than the Gulf LNG Consentfiling of a certificate of merger with the Secretary of State of the State of Delaware and with the Corporation, except in Securities and Land Development Bureau of the case State of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectMichigan.
Appears in 1 contract
Samples: Merger Agreement (Starbase Corp)
Noncontravention. The Subject to compliance with applicable foreign ---------------- antitrust or trade regulation laws and, in the case of a Merger Transaction, the filing of the Certificate of Merger as required by the Michigan Business Corporation Act, neither the execution and delivery by the Company or any Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementagreement provided for herein, and nor the consummation by the Company or any Seller of the transactions contemplated hereunderhereby or thereby, will not (a) conflict with, with or violate any provision of the Articles of Incorporation or result in a default under the certificate By-laws of formation of Seller or the Company or the limited liability company agreement charter, by-laws or other organizational document of Seller or any Subsidiary, (b) require on the Gulf LNG LLC Agreement, or, subject to procurement part of the Company, any Subsidiary or any Seller any notice to or filing with, or any permit, authorization, consent contemplated or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets. Except for consents approvals, filings and notices required pursuant to any foreign antitrust or trade regulation laws, Section 1.2(a)(iv) and2.4 of the Disclosure Schedule sets forth a true, if correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, that are required in connection with the sale consummation by the Company and the Sellers of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC transactions contemplated by this Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Kadant Inc)
Noncontravention. The execution execution, delivery and delivery performance by each of Freeport, the Company, Seller Guarantor and the Subcontractor of this Agreement the Transaction Agreements to which it is or any other documents required hereunder to will be executed and delivered by Seller pursuant to this Agreement, a party and the consummation by Freeport, the Company, Seller Guarantor and the Subcontractor of the transactions contemplated hereunder, thereby do not and will not (a) conflict withviolate the organizational documents of Freeport, violate or result in a default under Seller Guarantor, the certificate of formation of Seller or Subcontractor, the Company or the limited liability company agreement any of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interestits Subsidiaries, (b) assuming compliance with the matters referred to in Section 3.03, violate any Applicable Law or authorization, approval, consent or waiver from a Governmental Authority, (ic) to the Knowledge of Sellerrequire any consent or other action by any Person under, conflict with or result in constitute a breach, default or violation ofunder, or require give rise to any right of termination, cancellation or acceleration of any right or obligation of any of Freeport, Seller Guarantor, the Subcontractor, the Company or any of its Subsidiaries or to a Consent under, loss of any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit benefit to which any of Freeport, Seller Guarantor, the Subcontractor, the Company or any of its Subsidiaries is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include entitled under any obligation to make any inquiry provision of any Person)Contract binding upon any of Freeport, conflict with or result in a breachSeller Guarantor, default or violation ofthe Subcontractor, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, applicable Subsidiary (cwhether after the giving of notice or the lapse of time or both) or (d) result in the creation or imposition of any Lien upon on any asset of the Unconditioned Interest Company or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller orany of its Subsidiaries, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)with only such exceptions, the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of each of clauses (b) through (d), (c) or (d) above, for any such breach, default, violation, or Consent thatas would not, individually or in the aggregate, would not reasonably be expected to have materially impair Freeport’s, Seller Guarantor’s, the Subcontractor’s, the Company’s or such Subsidiary’s ability to perform its obligations under any Transaction Agreement to which it is or will be a Material Adverse Effectparty or to carry on the Business as currently conducted.
Appears in 1 contract
Noncontravention. The Except for the prior approval of the FTC and DOJ and except for the consents set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderunder this Agreement, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Sellerviolate any statute, conflict with or result in a breachregulation, default or violation ofrule, injunction, judgment, order, decree, ruling, charge, or require a Consent under, other restriction of any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit Governmental Authority to which Seller any of the Acquired Companies is a party subject or to which Seller any Subject Asset is subject or its assets, including any provision of the Unconditioned Interest and Organizational Documents of each of the Conditioned Interest, are subject, and Acquired Companies or (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)Seller’s Knowledge, conflict with or with, result in a breachbreach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or violation ofcancel, or require a Consent underany notice or trigger any rights to payment or other compensation under any agreement, any Lawcontract, Orderlease, Contract (license, instrument, or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which the Company Acquired Companies is a party or by which it is bound, except for (xx) required consents to which the Company transfer and related provisions and any other third party appraisals or its assets are subject, (c) result consents contemplated in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) this Agreement or (dyy) require Seller orwhere the violation, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)conflict, the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violationacceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation, or Consent thatEncumbrance would not have a Material Adverse Effect. Except for the prior approval of the FTC and DOJ and except for the consents of any Governmental Authorities set forth in Section 3.1(c) of the Disclosure Schedule, individually the Acquired Companies do not need to give notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authorities in order for the aggregateParties to consummate the transactions contemplated by this Agreement except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not reasonably be expected to have a Material Adverse EffectEffect with respect to the Subject Assets, or the ability of the Seller to perform its obligations under this Agreement.
Appears in 1 contract
Noncontravention. The Subject to receipt of the Requisite Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Certificate of Merger as required by the State of Delaware, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementthe Company, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby, will not will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, violate or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Buyer's or the Merger Sub's participation in the transactions contemplated hereby, (ii) those required to be made by the Buyer or the Merger Sub and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementbreach of, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, constitute (b) (i) to the Knowledge of Seller, conflict with or without due notice or lapse of time or both) a default under, result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge contract listed in Section 3.4 of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG ConsentDisclosure Letter, except in the case of clauses (b), (c) or (d) above, for any such conflict, breach, default, violationacceleration, right to accelerate, termination, modification, cancellation, notice, consent or Consent that, individually or in the aggregate, waiver that would not reasonably be expected to have a Material Adverse EffectEffect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.
Appears in 1 contract
Noncontravention. The execution Except as set forth on Schedule 4.4 attached hereto, the execution, delivery and delivery by Seller performance of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, the Company and the consummation by Seller of the transactions contemplated hereunderhereby, will not (ai) conflict with, violate or result in a default under the certificate conflict with any provision of formation of Seller or any law applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets is bound, (ii) require the limited liability company agreement consent, waiver, approval, license or authorization of, notification of, or any filing by the Company with any governmental authority or any other person or entity (other than the filing of Seller or a pre-merger notification report under the Gulf LNG LLC AgreementHSR Act (as hereinafter defined), or, subject to procurement the filing with and clearance by the Securities Exchange Commission (the "SEC") of the consent contemplated by Section 1.2(a)(ivProxy Statement (as hereinafter defined) and, if required in connection with and the sale approval of the Conditioned Interest, Company's stockholders in the manner set forth in Section 1.2(c)(ii6.3), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (biii) (i) to the Knowledge of Seller, conflict with or result in any breach of any provision of the Organizational Documents of the Company or the respective organizational documents of the Subsidiaries, or (iv) violate, conflict with, result in a breachbreach of or the acceleration of any obligation under, or constitute a default (or violation an event which with notice or the lapse of time or both would become a default) under, or give to others any right of termination, payment, amendment, acceleration or cancellation of, or require result in the creation of a Consent under, lien or other encumbrance on any Law, Order, Contract (other than property or asset of the Gulf LNG LLC Agreement), document Company or Permit any Subsidiary pursuant to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry provision of any Person)indenture, conflict with mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or decree to which the Company or its any Subsidiary is subject or by which the Company or any Subsidiary or any of their property or assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consentis bound, except in the case of with respect to clauses (bi), (cii) or and (div) abovewhere such violations, for any such breachconflicts, defaultbreaches, violationdefaults, or Consent thatthe failure to give such notice, make such filing, or obtain such authorizations, consents or approvals, would not, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.Effect (as hereinafter defined) on the Company. As used in this Agreement, the term "
Appears in 1 contract
Samples: Merger Agreement (Cross Continent Auto Retailers Inc M&l)
Noncontravention. The Except as set forth in Section 2.4 of the Disclosure Schedule, and subject to the filing of the Delaware Certificate and Louisiana Certificate as required by the GCL and BCL, respectively, neither the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby, will not (a) conflict with, with or violate or result in a default under any provision of the certificate of formation of Seller incorporation or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement bylaws of the consent contemplated by Section 1.2(a)(iv) andCompany, if required in connection with the sale as amended to date, bylaws or other organizational document of the Conditioned Interest, Section 1.2(c)(iiany Subsidiary (as defined below), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to require on the Knowledge part of Sellerthe Company or any Subsidiary any filing with, conflict with or result in a breachany permit, default authorization, consent or violation approval of, any court, arbitrational tribunal, administrative agency or require commission or other governmental or regulatory authority or agency (a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement'Governmental Entity'), document or Permit to which Seller is a party or to which Seller or its assetsexcept for such permits, including the Unconditioned Interest authorizations, consents and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which approvals for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a party breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or its any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their assets are is subject, except for (ci) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller orconflict, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violationacceleration, termination, modification or Consent thatcancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, for which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver the absence of which, individually or in the aggregate, would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets. For purposes of this Agreement: 'Security Interest' means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and 'Ordinary Course of Business' means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).
Appears in 1 contract
Noncontravention. (a) The execution execution, delivery and performance of this Agreement and the Related Agreements to which the Company is a party and the consummation of the Transactions by the Company do not and will not, provided that the Company will receive the Required Vote, (i) conflict with, result in or constitute any violation of or default under any provision of the Charter Documents, (ii) result in the creation of an Encumbrance on any properties or assets of the Company, (iii) conflict with, result in or constitute a material violation of or material default under (with or without notice, lapse of time or both), or give rise to a right of termination, cancellation, renegotiation, modification or acceleration of any obligation or loss or modification of any benefit under, or require consent, approval or waiver from any Person in accordance with any Material Contract, Company Authorization or Law applicable to the Company or any of its properties or assets, or (iv) require the giving of notice to any Person in accordance with any Material Contract, Company Authorization or Law applicable to the Company or any of its properties or assets.
(b) No consent, approval, license, Permit or Order of, or registration or filing with or declaration or notification to, any Governmental Authority is required by or with respect to the Company in connection with the execution, delivery by Seller and performance of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated hereunder, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit Related Agreements to which the Company is a party or the consummation of the Transactions (other than any consent, approval or waiver required from a Governmental Authority in accordance with Material Contracts, Company Authorizations or Law applicable to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, which are addressed in Section 2.4(a)), except (i) for the filing of the Certificate of Merger, the Second Certificate of Merger and the Third Certificate of Merger with the Secretary of State of the State of Delaware, (ii) for notifying the relevant Governmental Authorities of the surrender of the Company Authorizations set forth on Schedule 5.3(e)(i) and the withdrawal of the license applications set forth on Schedule 5.3(e)(ii), and (iii) where the failure to obtain such consent, approval, license, Permit or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violationOrder, or Consent thatto make such registration, individually filing, declaration or in the aggregate, notification would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Nerdwallet, Inc.)
Noncontravention. The Except as set forth in Section 2.3 of the Target Disclosure Schedule, neither the execution and delivery by Seller Target of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller Target of any of the transactions contemplated hereunderhereby, will not will:
(a) conflict with, with or violate or result in a default under any provision of the certificate of formation incorporation or bylaws of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Target;
(b) require on the part of Target any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, except for (i) to the Knowledge of Sellerany registration, conflict with declaration, filing, permit, order, authorization, consent or result in a breach, default approval which if not made or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, obtained would not reasonably be expected to have be materially *Confidential Treatment Requested. Omitted portions filed with the Commission. adverse to Target and its Subsidiaries, taken as a whole, or the Current Target Business, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware;
(c) (i) in any material respect, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under any Material Adverse EffectContract, or (ii) create in any party any right to terminate or modify, in any material respect, any Material Contract, or (iii) require any notice, consent, approval or waiver under any Material Contract that is necessary for the consummation by Target of the Merger and the transactions contemplated under this Agreement, including, but not limited to, all consents, waivers, notices and approvals that are necessary or required on the part of Target in connection with, or as a result of, the Merger to preserve all of Target’s rights and benefits in its business, assets, properties, leases and Material Contracts following the Merger;
(d) violate any order, writ, injunction or decree applicable to Target or any of its properties or assets, except for any violation that would not reasonably be expected to be materially adverse to Target and its Subsidiaries, taken as a whole, or the Current Target Business;
(e) violate any statute, rule or regulation applicable to Target or its properties or assets, except for any violation that would not reasonably be expected to be materially adverse to Target and its Subsidiaries, taken as a whole, or the Current Target Business.
Appears in 1 contract
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (aA) violate any applicable Law or Order of any Governmental Authority or the Constituent Instruments of the Company or any of its Subsidiaries, (B) conflict with, violate or result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify, or violation ofcancel, or require a Consent underany notice under any of the terms, any Lawconditions, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry provisions of any Person)note, conflict with or result in a breachbond, default or violation ofmortgage, indenture, agreement, lease, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document instrument or Permit to which the Company is a party or obligation to which the Company or any of its assets are subjectSubsidiaries is a party or by which the Company or any of its Subsidiaries may be bound, except for such defaults (cor rights of termination, cancellation, or acceleration) result in the creation of any Lien upon the Unconditioned Interest as to which requisite waivers or the Conditioned Interest (except transfer restrictions under applicable securities Laws) consents have been, or (d) require Seller or, will prior to the Knowledge of Seller (Closing be, obtained or which for this purpose shall if not include any obligation to make any inquiry of any Person), the Company, to obtain obtained or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent thatmade would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or have a Material Table of Contents Adverse Effect on the Company, or (C) require any declaration, filing, or registration with, or notice to, or authorization, consent, or approval of any Governmental Authority, other than (i) as specified in Section 4(c) of the Disclosure Schedule, (ii) such declarations, filings, registrations, notices, authorizations, consents, or approvals which, if not obtained or made, would not reasonably be expected to not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or have a Material Adverse EffectEffect on the Company, or (iii) any requirements which become applicable to the Company or its Subsidiaries as a result of the specific regulatory status of any Buyer (or any of its respective Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer (or any of its respective Affiliates) is or proposes to be engaged. In addition, specifically with respect to the Technology Development Agreement No. MDA972-95-3-00036 concerning the "Development of Flexible Thin Film Copper Indium diSelenide Photovoltaics" between Flexible Thin-Film CIS Photovoltaics Vapor Manufacturing Consortium and the Defense Advanced Research Projects Agency ("DARPA"), effective May 30, 1995, as amended (the “VPM Agreement”), the sale of the Shares by the Seller to the Buyers pursuant to the terms of this Agreement will not create any claim against Company arising under the VPM Agreement, including but not limited to any claim for a return of funds advanced by DARPA to the Company or Consortium.
Appears in 1 contract
Noncontravention. The Except as set forth in Section 3(c) of the Disclosure Schedule, neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Transaction Agreement, and nor the consummation by Seller of the transactions contemplated hereunderthereby, will not (ai) conflict withviolate any constitution, statute, regulation, rule, injunction, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any member of the SELLER Group is subject, (ii) violate any provision of the charter, bylaws, or other organizational document of such Person or (iii) result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify, or violation ofcancel, or require a Consent underany authorization, consent, waiver, or approval under any Lawagreement, Ordercontract, Contract (lease, license, instrument, decree, judgment, or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which Seller such Person is a party or by which it is bound or to which Seller any of its assets constituting a part of the SELLER Interests is subject (or its result in the imposition of any Security Interest or encumbrance upon any such assets), except, with respect to subsections (i) and (iii) above, where such violations, breaches, defaults or other matters, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, failure to obtain such authorizations, consents, waivers or make any Consent from or with any Personapprovals, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except
(1) pursuant to the Xxxx-Xxxxx-Xxxxxx Act, (2) as set forth on Section 3(c) of the Disclosure Schedule, (3) for those authorizations, consents, waivers or approvals of Governmental Authorities customarily obtained after the closing of similar transactions ("Customary Post-Closing Consents") and (4) where the failure to give such notices, make such filings or obtain such authorizations, consents, waivers or approvals could not reasonably be expected to have a Material Adverse Effect, no such Person needs to give any notice, make any filing with or obtain any authorization, consent, waiver, or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Duke Energy Field Services LLC)
Noncontravention. The Assuming (i) the filings required under the Xxxx-Xxxxx-Xxxxxx Act are made and the waiting period thereunder has been terminated or has expired, (ii) the prior notification and reporting requirements of the EU Competition Laws as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are complied with or made and the waiting period thereunder has been terminated or has expired and the necessary approvals, if any, have been obtained, (iii) the Central Works Council Approval has been obtained, (iv) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the Colorado Business Corporation Act, are made and (v) the Buyer Shareholder Approval has been obtained, the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed by the Buyer and delivered by Seller pursuant to this Agreement, the Merger Subsidiary and the consummation by Seller the Buyer and the Merger Subsidiary of the transactions contemplated hereunderhereby will not: (A) violate any provision of the corporate charter or the bylaws or other organizational documents of the Buyer and the Merger Subsidiary ; (B) violate any statute, will not ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the Buyer or the Merger Subsidiary or any of the Buyer's Subsidiaries or by which any of their respective properties or assets may be bound; (aC) conflict require any filing by the Buyer or any of its Subsidiaries with, violate or the obtaining by the Buyer or any of its Subsidiaries of any permit, consent or approval of, or the giving of any notice by the Buyer or any of its Subsidiaries to, any governmental or regulatory body, agency or authority; or (D) result in a default under the certificate violation or breach of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any of the consent contemplated terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which the Buyer or any of its Subsidiaries is a party, or by Section 1.2(a)(iv) andwhich any such Person or any of its properties or assets are bound, if required except in connection with all such cases where the sale of the Conditioned Interestviolation, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, failure to file would not impair or require a Consent under, any Law, Order, Contract (other than materially delay the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including ability of the Unconditioned Interest Buyer and the Conditioned Interest, are subject, and (ii) Merger Subsidiary to consummate the Knowledge of Seller (which for transactions under this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Noncontravention. The Neither the execution and delivery by Seller Purchaser and Merger Sub of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller Purchaser or Merger Sub of any of the transactions contemplated hereunderhereby, will not will:
(a) conflict with, with or violate any provision of the articles of incorporation or result in a default under the certificate bylaws of formation of Seller Purchaser or the Company articles of incorporation or the limited liability company agreement bylaws of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Merger Sub;
(b) require on the part of Purchaser or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Authority, except for (i) to the Knowledge extent applicable, the filing by Purchaser of Sellersuch reports and information with the SEC under the Securities Exchange Act of 1934, conflict with or result in a breachas amended, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interestrules and regulations promulgated by the SEC thereunder, are subjectas may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, and (ii) to the Knowledge of Seller (any registration, declaration, filing, permit, order, authorization, consent or approval which for this purpose shall if not include any obligation to make any inquiry of any Person), conflict with made or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, obtained would not reasonably be expected to have a material adverse effect on Purchaser’s or Merger Sub’s ability to consummate the Merger or any of the other transactions contemplated hereby (a “Purchaser Material Adverse Effect”);
(c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate or modify, or require any notice, consent or waiver under, any contract or agreement to which Purchaser or Merger Sub is a party or by which Purchaser or Merger Sub is bound, except for (i) any conflict, breach, default, acceleration or right to terminate or modify that would not reasonably be expected to result in a Purchaser Material Adverse Effect or (ii) any notice, consent or waiver the failure of which to make or obtain would not reasonably be expected to result in a Purchaser Material Adverse Effect;
(d) violate any order, writ, injunction or decree applicable to Purchaser or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have a Purchaser Material Adverse Effect;
(e) violate any statute, rule or regulation applicable to Purchaser or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to result in a Purchaser Material Adverse Effect; or
(f) render Purchaser insolvent or unable to pay its debts as they become due.
Appears in 1 contract
Noncontravention. The Neither the execution and delivery by Seller of this Agreement or the Ancillary Agreements by any other documents required hereunder to be executed and delivered by Seller pursuant to this AgreementSeller, and nor the consummation by any Seller of the transactions contemplated hereunderhereby or thereby, will will, directly or indirectly (with or without notice or lapse of time), (i) conflict with or violate any provision of the charter or By-laws or similar organizational documents of any Seller or any resolution adopted by the board of directors or the stockholders of any Seller, (ii) other than as may be required by compliance with the HSR Act, require on the part of any Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) other than as may be required by compliance with the HSR Act, give any Governmental Entity the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements, except for any right of any Governmental Entity to challenge such transactions under applicable antitrust laws which do not provide for pre-Closing filing or notification, (aiv) conflict with, violate or result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawcontract, Orderlease, Contract (sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which any Seller is a party or to by which any Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party bound or to which any of the Company or its assets are of any Seller is subject, (cv) result in the creation imposition of any Lien Security Interest upon any of the Unconditioned Interest Acquired Assets, or (vi) violate any order, writ, injunction, decree, Law or Regulation applicable to any Seller or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, Business. There are no Restricted Assets as to which the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, failure to obtain all necessary consents and waivers for the assignment, transfer, sublease or make any Consent from or with any Person, other than sublicense thereof as of the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent thatapplicable Closing would, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect.
Appears in 1 contract
Noncontravention. The Neither the execution and delivery by Seller of this Agreement by the Company or any other documents required document contemplated hereby by the Company or its Subsidiaries nor the performance of its or their obligations hereunder to be executed and delivered by Seller pursuant to this Agreementthereunder, and the as applicable, or consummation by Seller of the transactions contemplated hereunder, hereby and thereby will not (a) conflict with, with or violate or result in a default under any provision of the certificate Organizational Documents of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interestand its Subsidiaries, (b) (i) to the Knowledge of Sellerassuming compliance by Parent and Merger Sub with Section 4.03, conflict with or result in a breach, default violate any Law or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry restriction of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or Governmental Authority to which the Company or any of its Subsidiaries or any of their respective properties or assets are subject, is subject or (c) with or without notice, lapse of time or both, conflict with, result in a breach or violation of, constitute a default under, result in the termination (or right of termination), cancellation (or right of cancellation), creation or acceleration (or rights thereto) of any rights or obligations under, result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any PersonLiens, other than Permitted Liens, upon any of the Gulf LNG Consentrespective properties or assets of the Company or any of its Subsidiaries under, except or require any consent or notice under, any Material Contract, except, in the case of clauses (b) and (c), (c) or (d) abovewhere the conflict, for any such breach, violation, default, violationright, termination, cancellation, creation or acceleration, or Consent thatfailure to obtain consent or provide notice, would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Except for the applicable requirements of the HSR Act and the filing of the Certificate of Merger, and except as set forth on Schedule 3.03 in the Disclosure Schedule, neither the execution and delivery of this Agreement or the documents contemplated hereby nor the performance or consummation of the transactions contemplated hereby and thereby will require any consent or approval of, notice to or declaration or filing with any Governmental Authority or other Person with respect to the Company or any of its Subsidiaries, other than consents, approvals, notices, declarations or filings the failure of which to obtain would not, individually or in the aggregate, would not reasonably be expected prevent, materially delay or materially impair the Company’s ability to have a Material Adverse Effectconsummate the transactions contemplated hereby.
Appears in 1 contract
Noncontravention. The Except for the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any applicable state and foreign securities laws, none of execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered Ancillary Agreement by Seller pursuant to this Agreement, and the Company or consummation by Seller of the transactions contemplated hereunder, hereby or thereby will not (a) conflict with or violate any provision of the charter, by-laws or similar organizational documents of the Company or any of its Subsidiaries; (b) require on the part of the Company or any of its Subsidiaries any filing with, violate or any permit, authorization, consent or approval of, any domestic (federal or state), foreign or supranational court, administrative agency or commission or other governmental or regulatory body, agency, authority or tribunal (a “Governmental Entity”) to operate the business of the Company and its Subsidiaries following the Closing, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not individually or in the aggregate have a Material Adverse Effect on the Company; (c) violate, result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementbreach of, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, constitute (b) (i) to the Knowledge of Seller, conflict with or without due notice or lapse of time or both) a default under, result in a breachthe acceleration of, default create in any party any right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawcontract, Orderlease, Contract (sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective assets are subjectis subject or any judgment, order (cwhether temporary, preliminary or permanent), writ, injunction, decree, statute, rule, regulation, notice, law or ordinance (collectively, “Law”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than such conflicts, violations, breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not individually or in the aggregate have a Material Adverse Effect on the Company; or (d) result in the creation imposition of any Lien upon any material assets of the Unconditioned Interest Company or any of its Subsidiaries, which Lien would materially detract from the Conditioned Interest (except transfer restrictions under applicable securities Laws) value or (d) require Seller or, to materially interfere with the Knowledge use of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectassets.
Appears in 1 contract
Samples: Investment Agreement (Brascan Corp/)
Noncontravention. The Except with respect to the Credit Agreement, dated as of May 8, 2006, by and between FMFC, the Guarantors and JPMorgan Chase Bank, N.A., as amended, (the “Credit Agreement”) for which a consent to the transactions contemplated hereby has been obtained, and the filing of exemption requests from the Form A requirements for the change in control of a domestic insurer with the Illinois Division of Insurance and Minnesota Department of Commerce, which exemption requests have been granted, neither the execution and the delivery by Seller of this Agreement by the Company or any other documents required hereunder to be executed and delivered by Seller pursuant to this AgreementFMFC, and nor the consummation by Seller of the transactions contemplated hereunderhereby by the Company or FMFC, will not (ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, or other restriction of any government, governmental agency, or court to which any of the Company or its Subsidiaries is subject, or any provision of the charter or bylaws of any of the Company or its Subsidiaries, (ii) conflict with, violate or result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under the certificate any agreement, contract, lease, license, instrument, or other arrangement to which any of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller its Subsidiaries is a party or by which it is bound or to which Seller or any of its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and assets is subject (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation ofthe imposition of any Security Interest upon any of its assets), or (iii) require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or any of its assets are subjectSubsidiaries to give any notice to, (c) result in the creation make any filing with, or obtain any authorization, consent, or approval of any Lien upon government or governmental agency in order for the Unconditioned Interest or Parties to consummate the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for transactions contemplated by this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any PersonAgreement, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breachviolations, defaultconflicts, violationbreaches, defaults, accelerations, terminations, modifications, cancellations or Consent notices that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or would not impair the ability of the Company or FMFC to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (First Mercury Financial Corp)
Noncontravention. The execution Assuming receipt of the HSR Approval and the Governmental Authorizations set forth on Exhibit D, except as set forth on Schedule 3D of the Company Disclosure Letter, the execution, delivery by Seller and performance of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementdo not, and the consummation by Seller of the transactions contemplated hereunderhereby will not, will not (ai) conflict with, contravene or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(ivOrganizational Documents of Seller, or (ii) andconstitute a material default of, if required in connection with give any third party the sale of the Conditioned Interestright to terminate, Section 1.2(c)(ii)modify or accelerate any obligation under, entitle or require any Person authorization, consent, approval, exemption or other action by, or notice to, any Governmental Entity as a result of, any Order to exercise any preferential purchase rightwhich Seller, option to purchase or similar right is subject, except, with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and foregoing clause (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent thatas would not, individually or in the aggregate, would not reasonably be expected material. 3E. Title. Seller owns, beneficially and of record, each Seller Interest free and clear of all Liens other than those arising pursuant to this Agreement and applicable securities Laws. All of the Seller Interests have been duly authorized and validly issued pursuant to the Company’s Organizational Documents. Seller hereby represents and warrants as of the Original Agreement Date that, except as set forth on Schedule 3E of the Company Disclosure Letter, (i) there are no outstanding options, warrants or other rights to purchase or otherwise acquire any equity interests of the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Company or its Subsidiaries and (iii) there are no voting trusts, limited liability company agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a Material Adverse Effectparty with respect to the voting or transfer of any of the equity interests of the Company or any of its Subsidiaries. Seller hereby represents and warrants as of the Closing Date, should the Closing occur, that (i) there are no outstanding options, warrants or other rights to purchase or otherwise acquire any equity interests of the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Company or its Subsidiaries and (iii) there are no voting trusts, limited liability company agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or transfer of any of the equity interests of the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Talen Energy Supply, LLC)
Noncontravention. Except as set forth in the Disclosure Letter, neither the Company nor any Subsidiary is in violation of its Certificate of Incorporation, Bylaws or its charter and other governance documents, and neither the Company nor any Subsidiary has in the past been in violation of its Certificate of Incorporation, Bylaws or its charter and other governance documents the consequence of which past failure would have a material adverse effect on the Company or any Subsidiary. The execution execution, delivery and delivery performance by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementeach of the Ancillary Documents, and the performance and consummation by Seller the Company of the transactions contemplated hereunderhereby and thereby:
4.5.1 other than the governmental and regulatory consents and approvals required by Article VII hereof, do not require on behalf of the Company or any Subsidiary any consent, authorization, order, waiver or approval of, or registration, declaration or filing with, any Governmental Entity;
4.5.2 will not (a) conflict with, violate or result in a violation of any material law or regulation, or any judgment, writ, injunction, order, rule, ruling or decree of any Governmental Entity to which the Company or any Subsidiary is subject;
4.5.3 will not conflict with or constitute a breach or violation of or default under the certificate Certificate of formation Incorporation, Bylaws or its charter and other governance documents of Seller or the Company or any Subsidiary;
4.5.4 other than the limited liability company agreement of Seller or the Gulf LNG LLC Agreementgovernmental and regulatory consents and approvals required by Article VII hereof, or, subject to procurement do not require on behalf of the consent contemplated by Section 1.2(a)(iv) andCompany or any Subsidiary any consent, if required in connection authorization, order, waiver or approval of, or registration, declaration or notice to, or filing with the sale of the Conditioned Interestany party, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase nor does it violate or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation breach of, or require constitute a Consent default of or give rise to a right of termination or acceleration (or an event which with notice or lapse of time or both would give rise to a right of termination or acceleration) under, any Lawprovision of any contract, Orderindenture, Contract (mortgage, lease, agreement, license, permit or other than the Gulf LNG LLC Agreement), document or Permit instrument to which Seller the Company or any Subsidiary is a party or to which Seller any of their respective assets or its assets, including the Unconditioned Interest and the Conditioned Interest, properties are subject, and (ii) where the failure to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)obtain such consent, conflict with authorization, order, waiver or result in a breach, default or violation ofapproval, or require make such registration, declaration or notice, or filing, or where the occurrence of such violation or conflict would have a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) material adverse affect; and
4.5.5 will not result in the creation of any Lien upon the Unconditioned Interest lien, charge or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), encumbrance against the Company, to obtain or make any Consent from Subsidiary or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) their assets or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectproperties.
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (Jacor Communications Inc)
Noncontravention. The Except as set forth in SCHEDULE 5.2 and assuming the receipt by Closing of all Required Consents, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunder, hereby will not (ai) conflict with, violate with or result in a violation or breach of any term or provision of, nor constitute a default under under, the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement Formation Documents of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale Acquired Companies or those of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Company; (bii) (i) to the Knowledge of Sellercontravene, conflict with or result in a breach, default violation or violation breach of, or require result in a Consent default under, or result in the acceleration or cancellation of any Lawobligation under, Orderor give rise to a right by any person to terminate, cancel, modify or amend in any material respect its obligations under any Material Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller any Acquired Company or the Company is a party or to by which Seller any of them or its assetstheir properties or assets are bound, including the Unconditioned Interest and the Conditioned Interest, are subject, and (iiiii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)contravene, conflict with or result in a breach, default or violation of, or require a Consent give any Governmental Authority or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Lawlegal requirement or any order, Orderwrit, Contract (other than the Gulf LNG LLC Agreement)injunction, document judgment or Permit to which the Company is a party or decree to which the Company or its any Acquired Company, or any of the assets are owned or used by the Company or any Acquired Company, is subject, (civ) contravene, conflict with or result in a violation of any of the terms or requirements of any License held by the Company or any Acquired Company or that otherwise relates to the business or assets of any Acquired Company, or (v) result in the imposition or creation or perfection of any Lien upon or with respect to any asset or property owned, leased or used by the Unconditioned Interest Company or any Acquired Company, or (vi) with the passage of time, the giving of notice, or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry taking of any Person)action by a third person, or any combination thereof, have any of the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except effects set forth in the case of clauses (bi) through (v) of this SECTION 5.2, except, with respect to clauses (ii), (ciii), (iv) or and (d) abovev), for any where such breachconflict, violation, default, violationcontravention, acceleration, cancellation, modification, amendment or Consent that, individually or in the aggregate, Lien would not reasonably be expected to have a Material Adverse Effect.. SCHEDULE 5.2 sets forth a complete and accurate list of (A) all holders of any outstanding indebtedness of the Company or an Acquired Company, the lessors of any real property leased by the Company or an Acquired Company and the holders of any options or warrants to which the Company or an Acquired Company is a party or bound, in each case whose Consent is required in connection with the Transaction, and (B) all other parties to any Material Contract to which the Company or an Acquired Company is a party or bound whose Consent is required in connection with the Transaction
Appears in 1 contract
Samples: Share Purchase and Sale Agreement (Nice Systems LTD)
Noncontravention. The (a) Neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge violate any constitution, statute, regulation, rule, ordinance, code, injunction, judgment, order, decree, ruling, charge, writ, determination or other restriction ("Law") of Sellerany government or political subdivision or department thereof, conflict with any governmental regulatory body, commission, board, agency or result in a breach, default or violation ofinstrumentality, or require a Consent underany court or arbitrator or alternative dispute resolution body, any Lawin each case whether federal, Orderstate, Contract local or foreign (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii"Governmental Authority") to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or any of its assets are subjectSubsidiaries is subject or any provision of the Certificate of Incorporation or the Bylaws or the certificate of incorporation or bylaws or similar constituent documents of the Company's Subsidiaries or (ii) conflict with, result in a breach or violation of, constitute a default (cwith or without notice or the passage of time) under, result in the creation acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries or require any notice, consent, waiver or approval under any agreement, contract, lease, license, loan, debt instrument, note, bond, indenture, mortgage, deed of trust, joint venture agreement, approval of a Governmental Authority or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Company's or its Subsidiaries' assets is subject (or result in the imposition of any Lien mortgage, pledge, Lien, encumbrance, charge or other security interest upon the Unconditioned Interest any of such assets or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Personproperties), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b)either case, (c) or (d) above, for any where such breach, default, violation, conflict or Consent that, individually or in the aggregate, default would not reasonably be expected to have a Material Adverse Effect.
(b) Except for filings which may be required under state securities laws, for which filings the Company shall be responsible, neither the Company nor any of its Subsidiaries is required to give any notice to, make any filing or registration with, or obtain any authorization, consent or approval of any Governmental Authority in connection with the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby (including the issuance of Common Stock upon conversion of the Series A Preferred or exercise of the Warrant).
(c) No consent or approval of the Company's stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the Nasdaq Stock Market, or otherwise, for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the issuance of Common Stock upon conversion of the Series A Preferred or exercise of the Warrant).
(d) The execution, delivery and performance of this Agreement by the Company and the consummation of transactions contemplated hereby will not constitute a "Change of Control" as such term is defined in any contract, agreement, indenture, mortgage, note, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject.
Appears in 1 contract
Samples: Series a Preferred Stock and Warrant Purchase Agreement (Pricesmart Inc)
Noncontravention. The execution execution, delivery and delivery performance by Seller of this Agreement or any and the other documents required hereunder Transaction Documents to be executed and delivered by Seller pursuant to this Agreement, which it is a party and the consummation by Seller of the transactions contemplated hereunderhereby and thereby do not and will not, will not assuming compliance with the matters referred to in Section 3.03 and completion of the Deferred Closing Actions, Cash Repatriation Plan and Carve Out Plan, (ai) conflict with, violate or result in a default under the certificate of formation incorporation or bylaws of Seller, any Asset Selling Subsidiary or any Transferred Subsidiary, (ii) violate any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or the Company any Asset Selling Subsidiary or the limited liability company agreement to a loss of Seller any benefit to which Seller, any Asset Selling Subsidiary or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise Transferred Subsidiary is entitled under any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestMaterial Contract, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (civ) result in the creation or imposition of any Lien upon the Unconditioned Interest on any Transferred Asset or the Conditioned Interest (on any asset of any Transferred Subsidiary, except transfer restrictions under applicable securities Laws) for any Permitted Liens, or (dv) require Seller orany consent or other action by any Person under, constitute a default under, or give rise to the Knowledge any right of termination, cancellation or acceleration of any right or obligation of Seller (which for this purpose shall not include or any obligation Asset Selling Subsidiary or to make any inquiry a loss of any Personbenefit to which Seller, any Asset Selling Subsidiary or any Transferred Subsidiary is entitled under any provision of any agreement or other instrument binding upon Seller, any Asset Selling Subsidiary or any Transferred Subsidiary (other than any Material Contract), the Companywith such exceptions (A), to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of each of clauses (bii) through (iv), (c) or (d) above, for any such breach, default, violation, or Consent thatas would not, individually or in the aggregate, result in a Material Liability, (B), in the case of clause (v), as would not individually result in a Material Liability, and (C), in the case of clauses (i) through (v), as would not prevent or materially delay, or would not reasonably be expected to have prevent or materially delay, the transactions contemplated by this Agreement or any other Transaction Document to which Seller or any of its Affiliates is a Material Adverse Effectparty.
Appears in 1 contract
Noncontravention. The Except for the applicable requirements of the Securities Act, the Exchange Act, any applicable state and foreign securities laws, the NYSE and the MGCL, none of the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered the Articles of Merger by Seller pursuant to this Agreement, and Parent or Sub or the consummation by Seller of the transactions contemplated hereunder, hereby or thereby will not (a) conflict with, with or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(iv) andcharter, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase by-laws or similar right with respect to the Unconditioned Interest organizational documents of Parent or the Conditioned Interest, Sub or any of their respective Subsidiaries or (b) (i) to require on the Knowledge part of SellerParent or Sub or any of their respective Subsidiaries any filing with, conflict with or result in a breachany permit, default authorization, consent or violation approval of, or require a Consent underany Governmental Entity, any Law, Order, Contract (other than except where the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation failure to make any inquiry of any Person)such filing or obtain such permit, conflict with authorization, consent or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall approval would not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not aggregate reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Parent or Sub to timely consummate the transactions contemplated hereby or (c) violate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Lien to which Parent or Sub or any of their respective Subsidiaries is a party or by which Parent or Sub or any of its Subsidiaries is bound or to which any of their respective assets is subject or any Law applicable to Parent or Sub or any of its Subsidiaries or any of their respective properties or assets; other than, in the case of (b) or (c) above, such conflicts, violations, breaches, defaults, accelerations, terminations, cancellations, notices, consents, waivers or Liens as would not individually or in the aggregate reasonably be expected to have a material adverse effect on the ability of Parent or Sub to timely consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Criimi Mae Inc)
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (ai) violate any constitution, statute, regulation, rule, injunction, judgment, or other restriction of any government, governmental agency, or court to which any of the Company and its Subsidiaries is subject or any provision of the charter or bylaws of the Company and its Subsidiaries or (ii) except as set forth in Section 3.2(c) of the Disclosure Schedule conflict with, violate result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Company and its Subsidiaries is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a default under material adverse effect on the certificate business, condition (financial or otherwise), operations, results of formation operations of Seller or the Company and its Subsidiaries taken as a whole, or on the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement ability of the consent Parties to consummate the transactions contemplated by this Agreement (a "Material Adverse Effect"). Except as set forth in Section 1.2(a)(iv3.2(c) andof the Disclosure Schedule, if required neither the Company nor any of its Subsidiaries needs to obtain any authorization, consent, or approval of, or make any declaration, filing or registration with, any government or governmental agency or regulatory authority in connection with the sale execution, delivery and performance of this Agreement and the consummation of the Conditioned Interesttransactions contemplated hereby, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to except where the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, failure to obtain such authorizations, consents, approvals, declarations, filings or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, registrations would not reasonably be expected to have a Material Adverse Effect. The parties acknowledge and agree that with respect to the shares of International Golf to be transferred to Buyer or its designee, such shares will not be transferred until the parties have provided the corresponding concentration notification established in Article 20 of the Mexican Federal Competition Law (Ley Federal de Competencia Economica) to the Mexican Economic Competition Commission ("ECC") in the event said notification is to be applicable to the transaction. Thus, it is understood by both parties that the transaction related to the Subsidiary will legally and economically take place only after the notification of concentration mentioned above has been officially filed with the ECC.
Appears in 1 contract
Samples: Stock Purchase Agreement (Stryker Machining Facility Co)
Noncontravention. The 4.4.1 Except as set forth on Schedule 4.4.1, neither the execution and delivery by Seller of this Agreement, the Stockholders Agreement or any the other agreements, instruments and documents required hereunder contemplated to be executed and or delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated Company hereunder, nor the performance by the Company of its obligations hereunder and thereunder will not (a) conflict with, with or violate or result in a default under the certificate any provision of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestCharter Documents, (b) (i) to the Knowledge of Seller, conflict with or violate any Legal Requirement applicable to the Company or by which the Company or any of its properties or assets is bound or affected, (c) with or without the giving of notice or the lapse of time or both, conflict with, or result in a breach, default any violation or violation breach of, or require constitute a Consent default under, or alter the rights or obligations of the Company or any Lawthird party under, Orderor give to any third party any rights of termination or cancellation of or rights of amendment or acceleration of, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent underthe creation of any Encumbrance pursuant to, any Lawnote, Ordermortgage, Contract (indenture, contract, agreement, lease, license permit, concession, grant, franchise or other than the Gulf LNG LLC Agreement)agreement, document instrument or Permit obligation to which the Company is a party or to by which the Company or any of its properties or assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest is bound or the Conditioned Interest (except transfer restrictions under affected or which is applicable securities Laws) or (d) require Seller or, to the Knowledge Company or any of Seller (which its properties or assets; provided, however, that for purposes of this purpose Section 4.4.1 only, the term Legal Requirement shall not include exclude any obligation Legal Requirements promulgated by, or that are subject to make the jurisdiction of, the FDA, and any inquiry Legal Requirements with respect to antitrust, including the Hart-Scott-Rodino Antitrust Improvement Act of 1976.
4.4.2 Xxxxxx xx xxx xxxth on Schedule 4.4.2, no consent, waiver or approval of any Person), the Company, nor any notice to obtain or make any Consent from or with any Person, is required to be obtained or made by the Company in connection with the execution, delivery or performance by the Company of this Agreement, the Stockholders Agreement or the other than agreements, instruments and documents contemplated to be executed or delivered by the Gulf LNG ConsentCompany in connection herewith. No consent, except in the case of clauses (b)approval, (c) order or (d) above, for any such breach, default, violationauthorization of, or Consent thatregistration, individually declaration or filing with any Governmental Entity is required to be obtained or made by the Company in connection with the aggregateexecution, would not reasonably delivery or performance by the Company of this Agreement, the Stockholders Agreement or the other agreements, instruments and documents contemplated to be expected to have a Material Adverse Effectexecuted or delivered by the Company in connection herewith.
Appears in 1 contract
Samples: Stock Purchase Agreement (Inverness Medical Innovations Inc)
Noncontravention. The execution (a) Except as set forth on Schedule 4.3(a) hereto and except for the Section 3.4 Eligible Consents, neither the execution, delivery or performance by Seller of this Agreement or any other documents required hereunder Transaction Document to be executed and delivered by Seller pursuant to this Agreementwhich it is a party, and nor the consummation by Seller of the transactions contemplated hereunderContemplated Transactions, will not (a) conflict withnor compliance by Seller with any of the provisions hereof or thereof will, violate with or result in a default under without the certificate passage of formation of Seller time or the Company giving of notice or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) both: (i) violate any Governmental Order applicable to the Knowledge of Seller, conflict with its assets or properties or any Shareholder; (ii) result in the breach of, constitute a breachdefault under, or give any Person the right to declare a default or violation exercise any remedy under, or to accelerate the maturity or performance of, or require a Consent payment under, or to cancel, terminate, or modify any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit agreement to which Seller is a party or to by which Seller or its assetsproperties may be bound or affected; (iii) breach (A) any provision of any of the articles or certificate of incorporation or bylaws, including the Unconditioned Interest and the Conditioned Interesteach as amended, are subject, and (ii) to the Knowledge of Seller or (which for this purpose shall not include B) any obligation to make any inquiry resolution adopted by the board of any Person)directors or the shareholders of Seller; (iv) contravene, conflict with with, or result in a breach, default violation or violation breach of any of the terms or requirements of, or require a Consent undergive any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Law, Order, Contract (other than Governmental Authorization that is held by Seller or that otherwise relates to the Gulf LNG LLC Agreement), document or Permit to which the Company is a party Acquired Assets or to which the Company business of Seller; (v) cause the Purchaser or its assets are subjectParent to become subject to, or to become liable for the payment of, any Tax, (cvi) result in the imposition or creation of any Lien upon or with respect to any of the Unconditioned Interest or Acquired Assets; (vii) result in any shareholder of Seller having the Conditioned Interest (except transfer restrictions under applicable securities Laws) right to exercise dissenters’ appraisal rights; or (dviii) require Seller or, result in any Governmental Authority or other Person having the right to challenge any of the Knowledge of Seller Contemplated Transactions.
(which for this purpose shall not include any obligation to make any inquiry of any Personb) Except as set forth in Schedule 4.3(b), the CompanySeller or Shareholders are not required to give any notice to or obtain any approval, to obtain consent, license, permit, order, ratification, waiver or make authorization from any Consent from Person in connection with the execution and delivery of this Agreement or with any Person, of the other than Transaction Documents or the Gulf LNG Consent, except in consummation or performance of any of the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectContemplated Transactions.
Appears in 1 contract
Noncontravention. The execution and (a) Except as set forth on Schedule 4.3(a) hereto, neither the execution, delivery or performance by each Seller of this Agreement or any other documents required hereunder Transaction Document to be executed and delivered by Seller pursuant to this Agreementwhich it is a party, and nor the consummation by such Seller of the transactions contemplated hereunderContemplated Transactions, will not (a) conflict withnor compliance by such Seller with any of the provisions hereof or thereof will, violate with or result in a default under without the certificate passage of formation of Seller time or the Company giving of notice or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) both: (i) violate any Governmental Order applicable to the Knowledge of such Seller, conflict with its assets or properties or any Shareholder; (ii) result in the breach of, constitute a breachdefault under, or give any Person the right to declare a default or violation exercise any remedy under, or to accelerate the maturity or performance of, or require a Consent payment under, or to cancel, terminate, or modify any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit agreement to which such Seller is a party or to by which such Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and properties may be bound or affected; (iiiii) to the Knowledge of Seller breach (which for this purpose shall not include A) any obligation to make any inquiry provision of any Person)of the articles or certificate of incorporation or bylaws, each as amended, of such Seller or (B) any resolution adopted by the board of directors or the shareholders of such Seller; (iv) contravene, conflict with with, or result in a breach, default violation or violation breach of any of the terms or requirements of, or require a Consent undergive any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Law, Order, Contract (other than Governmental Authorization that is held by such Seller or that otherwise relates to the Gulf LNG LLC Agreement), document or Permit to which the Company is a party Acquired Assets or to which the Company business of such Seller; (v) cause the Purchaser or its assets are subjectParent to become subject to, or to become liable for the payment of, any Tax; (cvi) result in the imposition or creation of any Lien upon or with respect to any of the Unconditioned Interest Acquired Assets; (vii) result in any shareholder of such Seller having the right to exercise dissenters’ appraisal rights; or (viii) result in any Governmental Authority or other Person having the right to challenge any of the Contemplated Transactions.
(b) Except as set forth in Schedule 4.3(b), none of the Sellers or Shareholders is required to give any notice to or obtain any approval, consent, license, permit, order, ratification, waiver or authorization from any Person in connection with the execution and delivery of this Agreement or any of the other Transaction Documents or the Conditioned Interest (except transfer restrictions under applicable securities Laws) consummation or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry performance of any Person), of the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectContemplated Transactions.
Appears in 1 contract
Noncontravention. The Subject to compliance with the applicable requirements of the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "Harx-Xxxxx-Xxxxxx Xxt"), and the filing of the California Merger Filings and the Delaware Merger Filings, neither the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller the Company or the Company Shareholders of the transactions contemplated hereunderhereby, will not (a) conflict with, with or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale Articles of Incorporation or By-laws of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestCompany, (b) require on the part of the Company or any corporation, partnership, limited liability company or other form of business association (ia "Business Entity") with respect to which the Knowledge Company, directly or indirectly, has the power to vote or direct the voting of Sellersufficient securities to elect a majority of the directors or managers (a "Subsidiary") any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), (c) conflict with or with, result in a breachbreach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawcontract, Orderlease, Contract sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or arrangement to which the Company or its any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their assets are is subject, (cd) result in the creation imposition of any Lien Security Interest upon any assets of the Unconditioned Interest Company or the Conditioned Interest (except transfer restrictions under applicable securities Laws) any Subsidiary or (de) require Seller orviolate any order, writ, injunction, decree, statute, rule or regulation applicable to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain any Subsidiary or make any Consent from of their properties or with assets. For purposes of this Agreement, "Security Interest" means any Personmortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than the Gulf LNG Consent(i) mechanic's, except materialmen's and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the case ordinary course of clauses business consistent with past custom and practice (b)including with respect to frequency and amount) ("Ordinary Course of Business") of the Company and the Subsidiaries and not material to the Company and the Subsidiaries, (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have taken as a Material Adverse Effectwhole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rsa Security Inc/De/)
Noncontravention. The 4.4.1 Except (i) as set forth in Section 4.4.1 of the Disclosure Letter and (ii) assuming all consents, approvals, authorizations, permits, filings and notifications set forth in Section 4.4.2 of the Disclosure Letter have been obtained or made, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementof the Company Ancillary Agreements, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby or thereby, will not nor compliance by the Company with any of the provisions hereof or thereof, will: (ax) conflict with, violate with or result in a breach (with or without notice or lapse of time, or both) of, or give rise to a right of termination, cancellation, consent, acceleration or modification under, any provisions of the Charter Documents of any Acquired Company; (y) constitute or result in the breach of any term, condition or provision of, or constitute a default under the certificate (with or without notice or lapse of formation of Seller time, or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(iiboth), entitle or give rise to any Person to exercise any preferential purchase rightright of termination, option to purchase consent, amendment, cancellation, modification or similar right acceleration with respect to, or give rise to any obligation of any Acquired Company to make any payments under, or result in the Unconditioned Interest creation or the Conditioned Interestimposition of a Lien upon any property or assets of any Acquired Company pursuant to, any Material Contract, License or Lease to which any Acquired Company is a party or subject to; or (bz) (i) to the Knowledge of Sellercontravene, conflict with or result in a breach, default or violation of, or require constitute a Consent underfailure to comply with any Law or Order applicable to any Acquired Company or by which any properties or assets owned or used by any Acquired Company are bound or affected.
4.4.2 Other than the filing of the Certificate of Merger and except as set forth in Section 4.4.2 of the Disclosure Letter, no consent, approval, authorization or permit of, or filing with or notification to, any Law, Order, Contract Governmental Authority is required to be obtained or made by any Acquired Company (or on the part of any acquirer of the Acquired Companies other than such consents, approvals, authorizations, permits, filings or notifications which are required to be made solely due to the Gulf LNG LLC Agreement), document specific nature of Buyer or Permit due to any Orders to which Seller is a party Buyer may be subject) in connection with: (i) the execution and delivery of this Agreement or to which Seller any Company Ancillary Agreement or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which compliance by the Company is a party with any of the provisions hereof or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest thereof or the Conditioned Interest (except transfer restrictions under applicable securities Laws) consummation of the transactions contemplated hereby or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectthereby.
Appears in 1 contract
Noncontravention. The (a) Except (i) as set forth in Sections 4.4(a) or 4.4(b) of the Disclosure Letter and (ii) for the applicable requirements of the HSR Act (including the HSR Filing), neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementof the Company Ancillary Agreements, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby or thereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or nor compliance by the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement with any of the consent contemplated by Section 1.2(a)(ivprovisions hereof or thereof, will: (A) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default breach of any provisions of the Organizational Documents of any Acquired Company; (B) violate or result in a violation of, or require constitute a Consent underdefault under (whether after the giving of notice, lapse of time or both) any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry provision of any Person), conflict with Law or result in a breach, default or violation of, or require a Consent under, Order applicable to any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Acquired Company or its by which any properties or assets owned or used by any Acquired Company are subject, bound; (cC) result in the creation of any Lien upon the Unconditioned Interest (other than a Permitted Lien) on any property, asset or the Conditioned Interest (except transfer restrictions under applicable securities Laws) right of any Acquired Company pursuant to any Contract or Permit to which such Acquired Company is a party or by which such Acquired Company’s properties, assets or rights are bound or (dD) violate, conflict with, breach or result in a breach or default (whether after the giving of notice, lapse of time or both) under, give rise to a right of termination, modification or acceleration of any provision of, or require Seller orthe offering or making of any payment or redemption under, require any notice or approval under, or otherwise adversely affect any rights of an Acquired Company under, any Contract or Permit to which such Acquired Company is a party or by which any of such Acquired Company’s assets or properties are bound; except, in each case, to the Knowledge extent that any such occurrence would not be material to the Acquired Companies.
(b) Except (i) as set forth in Section 4.4(b) of Seller the Disclosure Letter and (which ii) for this purpose shall not include any obligation to make any inquiry the applicable requirements of any Personthe HSR Act (including the HSR Filing), no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority is required to be obtained or made by any Acquired Company in connection with: (A) the Companyexecution, to obtain delivery and performance by the Company of this Agreement or make any Consent from Company Ancillary Agreement; or (B) the compliance by the Company with any Person, other than of the Gulf LNG Consent, except in provisions hereof or thereof or the case consummation of clauses (b), (c) the transactions contemplated hereby or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectthereby.
Appears in 1 contract
Noncontravention. The Subject to (i) any required compliance with the applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx satisfaction of such other requirements of the comparable laws of other jurisdictions, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL, (iii) such notices, filings, permits, authorizations, consents, orders or approvals as may be required under applicable state securities or "blue sky" laws and the securities laws of any foreign country, and (iv) such other notices, filings, consents or approvals set forth in Section 2.5 of the Disclosure Schedule, neither the execution and delivery by Seller the Company of this Agreement or any other documents instrument required hereunder hereby to be executed and delivered by Seller pursuant to this Agreementit, and the performance by the Company of its obligations hereunder or thereunder, the consummation by Seller the Company of the transactions contemplated hereunderhereby or thereby, will not or the compliance by the Company with any of the provisions hereof or thereof, will: (a) conflict with or violate any provision of the Certificate of Incorporation or Bylaws; (b) require on the part of the Company or any of its Subsidiaries any notice or filing with, violate or any permit, authorization, consent, order, approval or other authorization of, or any exemption by, any federal, state, local or foreign government, governmental authority, court, arbitrator, administrative agency, registration authority or commission or other regulatory authority or agency, including any authority or agency having governmental or quasi-governmental powers (a "Governmental Entity"); (c) conflict with, result in a default under the certificate of formation of Seller violation or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementbreach of, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, constitute (b) (i) to the Knowledge of Seller, conflict with or without due notice or lapse of time or both) a default under, result in a breachthe acceleration of, default give rise to any right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent, authorization, approval or waiver under, any Lawcontract, Orderlease, Contract sublease, license, sublicense, franchise, permit, indenture, agreement, Security Interest (other than the Gulf LNG LLC Agreementas defined below), document instrument or Permit to which Seller is a party other arrangement or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the assets are of the Company or any of its Subsidiaries is subject, ; (cd) result in the creation imposition of any Lien Security Interest upon any assets of the Unconditioned Interest Company or any of its Subsidiaries; (e) violate or breach the terms of or cause any default under any order, writ, injunction, decree, judgment, permit, license, approval, authorization, law, statute, ordinance, rule or regulation or code or any requirements, directives, consents, and obligations of or imposed by any Governmental Entity applicable to the Company or any of its Subsidiaries or any of their respective properties, assets or securities; or (f) with the passage of time, the giving of notice or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry taking of any Personaction by another person, have any of the effects described in clauses (a) through (e) of this Section 2.5. As used in this Agreement, "Security Interest" shall mean any mortgage, pledge, security interest, encumbrance, charge or other lien of any kind (including any agreement to give any of the foregoing), the Companyany conditional sale or other title retention agreement, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except lease in the case nature thereof or the filing of clauses (b)an agreement to give any financing statement under the Uniform Commercial Code or similar laws of any jurisdiction, (c) in any case, whether arising by contract or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectby operation of law.
Appears in 1 contract
Samples: Merger Agreement (Gsi Lumonics Inc)
Noncontravention. The Subject to the filing of the Certificate of Merger as required by the Delaware General Corporation Law, to the filing or other regulatory requirements, if any, of any applicable U.S. or foreign regulatory body, and, in the case of the Merger, to the Company’s receipt of the Requisite Stockholder Approval, neither the execution and delivery by Seller the Company, I-B and A-C of this Agreement or any other documents required agreement contemplated hereby to which they are a party, nor the performance by the Company, I-B and A-C of their respective obligations hereunder to be executed and delivered by Seller pursuant to this Agreementor thereunder, and nor the consummation by Seller the Company, I-B and A-C of the transactions contemplated hereunderhereby or thereby, will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, each as amended or restated to date, or the Certificate of Incorporation or By-laws (or comparable organizational documents) of any Subsidiary, each as amended or restated to date, (b) require on the part of the Company, any Subsidiary or, to the Company’s Knowledge, any Company Stockholder any notice to or filing with, violate or any permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under under, result in the certificate acceleration of formation obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Seller indebtedness, Security Interest or other arrangement to which the Company or any Subsidiary is a party or by which the limited liability company agreement of Seller Company or the Gulf LNG LLC Agreement, or, subject any Subsidiary is bound or to procurement which any of the consent contemplated by assets of the Company or any Subsidiary are subject, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any Subsidiary or any of their respective properties or assets. Section 1.2(a)(iv) and2.4 of the Disclosure Schedule sets forth a true, if correct and complete list of all consents and approvals of third parties required under the Contracts and from Persons set forth on Section 2.25 of the Disclosure Schedule and of Governmental Entities, and all filings and notices, that are required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), consummation by the Company, to obtain or make any Consent from or with any Person, other than I-B and A-C of the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effecttransactions contemplated by this Agreement.
Appears in 1 contract
Noncontravention. The Subject to receipt of Stockholder Approval and the filing of the Articles of Merger as required by the DGCA and WBCA, neither the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby, will not (a) conflict with, with or violate or result in a default under any provision of the certificate of formation of Seller incorporation or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement bylaws of the consent contemplated by Section 1.2(a)(iv) andCompany, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person as amended to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interestdate, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (ia “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts (as defined below) to the Knowledge of Sellerobtain pursuant to Section 4.2(a), (c) conflict with or with, result in a breachbreach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document contract or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit instrument to which the Company is a party or to by which the Company is bound or to which any of its assets are is subject, except for (ci) result any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of the creation Disclosure Schedule, for which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any Lien upon notice, consent or waiver the Unconditioned Interest or absence of which would not have a Company Material Adverse Effect and would not adversely affect the Conditioned Interest (except transfer restrictions under applicable securities Laws) consummation of the transactions contemplated hereby, or (d) require Seller orviolate any order, writ, injunction, decree, statute, rule or regulation applicable to the Knowledge Company or any of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain its properties or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectassets.
Appears in 1 contract
Noncontravention. The (a) Neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge violate any constitution, statute, regulation, rule, ordinance, code, injunction, judgment, order, decree, ruling, charge, writ, determination or other restriction (“Law”) of Sellerany government or political subdivision or department thereof, conflict with any governmental regulatory body, commission, board, agency or result in a breach, default or violation ofinstrumentality, or require a Consent underany court or arbitrator or alternative dispute resolution body, any Lawin each case whether federal, Orderstate, Contract local or foreign (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii“Governmental Authority”) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or any of its assets are subjectSubsidiaries is subject or any provision of the Certificate of Incorporation or the Bylaws or the certificate of incorporation or bylaws or similar constituent documents of the Company’s Subsidiaries or (ii) conflict with, result in a breach or violation of, constitute a default (cwith or without notice or the passage of time) under, result in the creation acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries or require any notice, consent, waiver or approval under any agreement, contract, lease, license, loan, debt instrument, note, bond, indenture, mortgage, deed of trust, joint venture agreement, approval of a Governmental Authority or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets is subject (or result in the imposition of any Lien mortgage, pledge, Lien, encumbrance, charge or other security interest upon the Unconditioned Interest any of such assets or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Personproperties), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b)either case, (c) or (d) above, for any where such breach, default, violation, conflict or Consent that, individually or in the aggregate, default would not reasonably be expected to have a Material Adverse Effect.
(b) Except for filings which may be required under state securities laws, for which filings the Company shall be responsible, neither the Company nor any of its Subsidiaries is required to give any notice to, make any filing or registration with, or obtain any authorization, consent or approval of any Governmental Authority in connection with the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby (including the issuance of Common Stock upon conversion of the Series B Preferred).
(c) No consent or approval of the Company’s stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the Nasdaq Stock Market, or otherwise, for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the issuance of Common Stock upon conversion of the Series B Preferred).
(d) The execution, delivery and performance of this Agreement by the Company and the consummation of transactions contemplated hereby will not constitute a “Change of Control” as such term is defined in any contract, agreement, indenture, mortgage, note, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Pricesmart Inc)
Noncontravention. The execution execution, delivery and delivery by Seller performance of this Agreement and each Ancillary Agreement to which the Company or any other documents required hereunder Merger Sub is (or is specified to be executed and delivered be) a party by Seller pursuant to this Agreement, the Company or Merger Sub and the consummation by Seller of the transactions contemplated hereunder, Transactions do not and will not (a) contravene, conflict with, or violate any provision of, or result in the breach of any Applicable Law, (b) contravene, conflict with, or violate any provision of, or result in the breach of the Governing Documents of the Company or Merger Sub or any of their respective Subsidiaries, (c) assuming the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.03, conflict with, violate or result in a default under the certificate breach of formation any term, condition or provision of Seller any Significant Contract, or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with terminate or result in a breach, default or violation ofunder, or require a Consent any consent, notice or other action by any Person under (with or without notice, or lapse of time, or both) or the loss of any right under, or create any Lawright of termination, Order, Contract (other than the Gulf LNG LLC Agreement), document acceleration or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation cancellation of, any Significant Contract, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (cd) result in the creation of any Lien (other than Permitted Liens) upon any of the Unconditioned Interest properties or assets of the Conditioned Interest (except transfer restrictions under applicable securities Laws) Company or (d) require Seller orMerger Sub or any of their respective Subsidiaries, to the Knowledge or constitute an event which, with or without notice or lapse of Seller (which for this purpose shall not include time or both, would result in any obligation to make any inquiry such violation, breach, termination or creation of a Lien or result in a violation or revocation of any Person)required license, the Company, to obtain Permit or make approval from any Consent from Governmental Authority or with any other Person, other than the Gulf LNG Consentexcept, except in the each case of clauses (ba), (c) or and (d) above, for any such breach(i) with respect to Merger Sub, default, violation, or Consent thatwould not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Merger Sub to enter into and perform this Agreement and the Ancillary Agreements, (ii) with respect to the Company, to the extent that the occurrence of any of the foregoing would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole.
Appears in 1 contract
Samples: Business Combination Agreement (Black Spade Acquisition Co)
Noncontravention. The Subject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx-Xxxxxx Act”), and the other Antitrust Laws and FDI Laws, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered Ancillary Agreement by Seller pursuant to this AgreementPKI or any Seller, and nor the consummation by PKI or any Seller of the transactions contemplated hereunderhereby or thereby, will not including the Pre-Closing Transactions, contemplated hereby or thereby, will:
(a) conflict withwith or violate any provision of the charter, violate articles of association, bylaws or result in a default under the certificate other organizational documents of formation of PKI, any other Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Acquired Company;
(b) (i) to require on the Knowledge part of SellerPKI, conflict with any other Seller or result in a breachany Acquired Company any filing with, default notice to, or violation any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or require commission or other governmental or regulatory authority or any agency, division, bureau, department, instrumentality or sector thereof, in each case, anywhere in the world (a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement“Governmental Entity”), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breachfiling, defaultnotice, violationpermit, authorization, consent or Consent thatapproval which if not obtained or made would not, individually or in the aggregate, would not reasonably be expected to have be material to the Business, taken as a Material Adverse Effectwhole, or prevent or delay past the Outside Date the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement;
(c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest to which PKI, any other Seller or any Acquired Company is a party or by which PKI, any other Seller or any Acquired Company is bound or to which any of their respective assets is subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not, individually or in the aggregate, reasonably be expected to result in any liability that would be material to the Business, taken as a whole, or prevent or delay past the Outside Date the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement; or
(d) violate any Law, order, writ, injunction or decree specifically naming, or statute, rule, regulation or posted privacy policy applicable to, the Business, any Acquired Company or any Seller or any of or their respective properties or assets, except for any violation that would not, individually or in the aggregate, reasonably be expected to result in any liability that would be material to the Business, taken as a whole, or prevent or delay past the Outside Date the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement.
(e) Section 2.4 of the Original Agreement, with respect to the execution, delivery and performance of the Original Agreement, is incorporated herein mutatis mutandis.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Perkinelmer Inc)
Noncontravention. The Subject to compliance with applicable Antitrust Laws, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this AgreementParent, and nor the consummation by Seller Parent, the Acquired Companies and Business Subsidiaries of the transactions contemplated hereunderhereby, will not will:
(a) conflict with, with or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(iv) andcharter or bylaws or comparable organizational documents of any Acquired Company, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase Business Subsidiary or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Parent;
(b) (i) to require on the Knowledge part of Sellerany Acquired Company, conflict with Business Subsidiary or result in a breachParent any filing with, default or violation any Permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or require a Consent undercommission or other governmental authority, agency, body or instrumentality, including, without limitation, any LawRegulatory Authority, Order, Contract whether U.S. or non-U.S. (other than the Gulf LNG LLC Agreementa “Governmental Entity”), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breachfiling, defaultPermit, violationauthorization, consent or Consent that, individually approval which if not obtained or in the aggregate, made would not reasonably be expected to have be material to any of the Businesses;
(c) conflict with, result in a Material Adverse Effectbreach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Designated Contract or Permit to which any Acquired Company or Business Subsidiary or, solely with respect to any one or more of the Businesses, Parent is a party or by which any Acquired Company or Business Subsidiary or, solely with respect to any one or more of the Businesses, Parent is bound or to which any of their respective assets is subject, except for any such conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to be material to any of the Businesses; or
(d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, any Acquired Company or Business Subsidiary or Parent or any of or their respective properties or assets, except for any violation that would not reasonably be expected to be material to any of the Businesses.
Appears in 1 contract
Noncontravention. (a) The execution and delivery by Seller the Company of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement and the compliance by the Company with the provisions of this Agreement or any other documents required hereunder to be executed do not and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated hereunder, will not result in any violation or breach of, or default (awith or without notice or lapse of time or both) conflict withunder, violate or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation, or result in the creation of any Lien other than a default under Permitted Lien, in or upon any of the certificate properties or assets of formation of Seller or the Company or the limited liability company agreement under any provision of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge Constitutive Documents of Sellerthe Company, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to except as set forth on Section 2.5(a)(ii) of the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent underDisclosure Schedule, any Lawloan or credit agreement, Orderbond, debenture, note, mortgage, indenture, guarantee, lease or other Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or bound by or its properties or assets are bound by or subject to or otherwise under which the Company has rights or benefits or (iii) subject to the governmental filings and other matters referred to in Section 2.5(a)(ii), any (1) Law or (2) Judgment specifically naming the Company or any of its Affiliates, in each case, applicable to the Company or its properties or assets are subject, and with respect to (cii) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest and (iii) except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, as would not reasonably be expected to have result in a Material Adverse EffectChange to the Surviving Corporation.
(b) No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery by the Company of this Agreement, the consummation by the Company of the Merger and the other transactions contemplated hereby or the compliance by the Company with the provisions of this Agreement, except for (i) the filing of the Charter Amendment and the Maryland Articles of Merger with the Maryland Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State, (iii) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made individually or in the aggregate would not impair in any material respect the ability of the Company to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereby or cause a Material Adverse Change or (iv) as set forth on Section 2.5(b) of the Disclosure Schedule.
Appears in 1 contract
Noncontravention. The Neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreementnor the Related Agreements, and nor the consummation by Seller of the transactions contemplated hereunder, hereby or thereby will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachbreach of the Merger Agreement or the OfficeMax Consent or except as set forth on Section 3.3 of the Disclosure Schedule, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (iii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breachbreach of the certificate of incorporation or bylaws, or other organizational documents of ODP or Seller, (ii) violate any material law or Decree to which ODP or Seller is, or its respective assets or properties are, subject or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or violation ofcancel, or require a Consent under, any Law, Order, notice under any material Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company ODP or Seller is a party or to by which the Company or its assets are subject, it is bound except (cA) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses in clause (b)ii) where such violation, (c) or (d) above, for any such breach, default, violationacceleration, right, termination, medication, cancelation or notice would not have a material adverse effect on the ability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement and the Related Agreements on a timely basis and (B) with respect to clause (iii) neither the Continuing Agreements nor the Non-Continuing Agreements shall be considered “material Contracts” subject to such representation and warranty. Other than the applicable requirements of the Antitrust Law and the Brand Filings, neither ODP nor Seller is required to give any notice to, make any filing with, or Consent thatobtain any authorization, individually consent or approval of any Governmental Authority in order for the aggregateParties to consummate the transactions contemplated by this Agreement or any Related Agreement, except where the failure to give or make or obtain any such notice, filing, authorization, consent or approval would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement and the Related Agreements on a timely basis.
Appears in 1 contract
Noncontravention. The None of the execution and delivery by Seller of this Agreement by the Company, or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated hereunderhereby, will not after giving effect to the Reorganization Plan, (a) conflict will violate any provision of the charter, by-laws or similar organizational documents of the Company, except to the extent duly authorized by the Bankruptcy Court pursuant to the Reorganization Plan or the Confirmation Order; (b) except for the applicable requirements (except to the extent such requirements are rendered inapplicable by operation of the Bankruptcy Code) of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any applicable state and foreign securities laws, various Environmental Laws and the HSR Act and other than approval by the Bankruptcy Court of the Reorganization Plan, will require on the part of the Company any filing with, violate or any permit, authorization, consent or approval of, any Governmental Entity for the operation of, following the Closing Date, the business of the Company as currently conducted, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not individually or in the aggregate have a Company Material Adverse Effect; or (c) violate, result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementbreach of, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, constitute (b) (i) to the Knowledge of Seller, conflict with or without due notice or lapse of time or both) a default under, result in a breachthe acceleration of, default create in any party any right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawcontract, Orderlease, Contract (sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other than the Gulf LNG LLC Agreement)material arrangement, document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to by which the Company is bound or to which any of its material assets are subjectis subject or any judgment, (c) result in the creation of any Lien upon the Unconditioned Interest order, writ, injunction, decree, statute, rule or the Conditioned Interest (except transfer restrictions under regulation applicable securities Laws) or (d) require Seller or, to the Knowledge Company or any of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain its properties or make any Consent from or with any Personassets, other than the Gulf LNG Consentsuch conflicts, except in the case of clauses (b)violations, (c) breaches, defaults, accelerations, terminations, modifications, cancellations or (d) abovenotices, for any such breach, default, violation, consents or Consent that, waivers as would not individually or in the aggregate, would not reasonably be expected to aggregate have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Reorganization Agreement (Anchor Glass Container Corp /New)
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (ai) violate any provision of the charter or bylaws of any of Parent and its Subsidiaries or (ii), assuming compliance with the matters referred to in the next sentence of this Section 4.3, (A) violate any Laws or Governmental Order to which any of Parent and its Subsidiaries is subject or (B) with or without notice, lapse of time or both, conflict with, violate or result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify or violation ofcancel, or require a Consent underany notice under any agreement, any Lawcontract, Orderlease, Contract (license, instrument or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which Seller any of Parent and its Subsidiaries is a party or by which it is bound or to which Seller or any of its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and assets is subject (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, the imposition of any Law, Order, Contract (other than the Gulf LNG LLC AgreementSecurity Interest upon any of its assets), document or Permit to which the Company is a party or to which the Company or its assets are subjectexcept, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses clause (bii), (c) or (d) abovesuch violation, for any such breach, default, violation, acceleration or Consent thatother change that would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on Parent. Except (a) for any FCC Consent, State PUC Consent or consent or approval of any other Governmental Entity identified in Section 3.3 of the Company Disclosure Letter or in Section 4.3 of the Parent Disclosure Letter, in each case as required by applicable Laws, (b) as may be necessary as a result of any facts or circumstances relating solely to Company, any of its Subsidiaries or any holder of Company Shares, (c) for the filing of the Certificate of Merger with the Delaware Secretary of State pursuant to the Delaware Law and of appropriate documents with relevant authorities of other states in which Company is qualified to do business to reflect such Certificate of Merger filing, (d) for filings by Parent under, and compliance by Parent with the requirements under, the Securities Exchange Act and the applicable requirements of Nasdaq and (e) for any other third party approvals as are reflected in Section 4.3 of the Parent Disclosure Letter, the execution, delivery and performance by Parent and Merger Sub of this Agreement and the transactions contemplated hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any Governmental Entity or any other third Person, except in any case for those that the failure to make or obtain would not be reasonably expected to have a Material Adverse Effect on Parent.
Appears in 1 contract
Noncontravention. The execution (a) Except for Permits or Filings set forth in Section 3.2(b) of this Agreement, neither the execution, delivery and delivery by Seller performance of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated hereunder, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit each Related Agreement to which such Seller is a party by such Seller, nor the consummation of the Transactions by such Seller, will, with or to which Seller without the giving of notice or its assetsthe lapse of time or both, including the Unconditioned Interest and the Conditioned Interest(i) violate any Organizational Document of such Seller, are subject, and (ii) violate any Law or Order applicable to such Seller, (iii) violate any Contract to which such Seller is a party, (iv) require any consent or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Acquired Company or to a loss of any benefit to the Knowledge of Seller (which for this purpose shall not include Acquired Company is entitled under any obligation to make any inquiry provision of any Person), conflict with Material Contract or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than of the Gulf LNG LLC Agreement), document or Permit to which material assets of the Company is a party or to which the Acquired Company or its assets are subject, (cv) result in the creation or imposition of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than a Permitted Lien) on any asset of the Gulf LNG ConsentAcquired Company, except in the case of clauses (b), ii) through (civ) or (d) above, for to the extent that any such breach, default, violation, or Consent that, individually or in the aggregate, violation would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on such Seller’s ability to perform its obligations hereunder or on any of the assets of the Acquired Company.
(b) No Permit or Filing is required by such Seller in connection with the execution and delivery of this Agreement and each Related Agreement to which such Seller is a party by such Seller, the performance by such Seller of its obligations hereunder and thereunder, and the consummation by such Seller of the Transactions other than (i) Permits and Filings set forth on Section 3.2(b) of the Disclosure Schedule, (ii) Permits and Filings that have been obtained or made prior to the date hereof and are listed on Section 3.2(b) of the Disclosure Schedule and (iii) Permits and Filings the failure of which to obtain or make would not reasonably be expected to have a material adverse effect on such Seller’s ability to perform his, her or its obligations hereunder or on any of the assets of the Acquired Company.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Amneal Pharmaceuticals, Inc.)
Noncontravention. The (a) Neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge violate any constitution, statute, regulation, rule, ordinance, code, injunction, judgment, order, decree, ruling, charge, writ, determination or other restriction (“Law”) of Sellerany government or political subdivision or department thereof, conflict with any governmental regulatory body, commission, board, agency or result in a breach, default or violation ofinstrumentality, or require a Consent underany court or arbitrator or alternative dispute resolution body, any Lawin each case whether federal, Orderstate, Contract local or foreign (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii“Governmental Authority”) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or any of its assets are subjectSubsidiaries is subject or any provision of the Certificate of Incorporation or the Bylaws or the certificate of incorporation or bylaws or similar constituent documents of the Company’s Subsidiaries or (ii) conflict with, result in a breach or violation of, constitute a default (cwith or without notice or the passage of time) under, result in the creation acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries or require any notice, consent, waiver or approval under any agreement, contract, lease, license, loan, debt instrument, note, bond, indenture, mortgage, deed of trust, joint venture agreement, approval of a Governmental Authority or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets is subject (or result in the imposition of any Lien mortgage, pledge, Lien, encumbrance, charge or other security interest upon the Unconditioned Interest any of such assets or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Personproperties), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b)either case, (c) or (d) above, for any where such breach, default, violation, conflict or Consent that, individually or in the aggregate, default would not reasonably be expected to have a Material Adverse Effect.
(b) Except for (i) the filing of a Form D with the Securities and Exchange Commission (the “SEC”) and (ii) filings which may be required under state securities laws, for which filings the Company shall be responsible, neither the Company nor any of its Subsidiaries is required to give any notice to, make any filing or registration with, or obtain any authorization, consent or approval of any Governmental Authority in connection with the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby.
(c) No consent or approval of the Company’s stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the Nasdaq Stock Market, or otherwise, for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.
Appears in 1 contract
Noncontravention. The Subject to the filing of the Articles of Merger as required by the N.R.S., neither the execution and delivery by Seller the Company of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller the Company of the transactions contemplated hereunderhereby, will not (a) conflict with, with or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale articles of incorporation or bylaws of the Conditioned InterestCompany, Section 1.2(c)(iias amended to date, bylaws or other organizational document of any Subsidiary (as defined below), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to require on the Knowledge part of Sellerthe Company or any Subsidiary any filing with, conflict with or result in a breachany permit, default authorization, consent or violation approval of, any court, arbitrational tribunal, administrative agency or require commission or other governmental or regulatory authority or agency (a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement“Governmental Entity”), document or Permit to which Seller is a party or to which Seller or its assetsexcept for such permits, including the Unconditioned Interest authorizations, consents and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which approvals for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a party breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company or its any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their assets are is subject, except for (ci) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller orconflict, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violationacceleration, termination, modification or Consent thatcancellation in any contract or instrument for which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver the absence of which, individually or in the aggregate, would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).
Appears in 1 contract
Samples: Merger Agreement (Tactical Air Defense Services, Inc.)
Noncontravention. The (a) Neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (a) conflict with, violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge violate any constitution, statute, regulation, rule, ordinance, code, injunction, judgment, order, decree, ruling, charge, writ, determination or other restriction ("Law") of Sellerany government or political subdivision or department thereof, conflict with any governmental regulatory body, commission, board, agency or result in a breach, default or violation ofinstrumentality, or require a Consent underany court or arbitrator or alternative dispute resolution body, any Lawin each case whether federal, Orderstate, Contract local or foreign (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii"Governmental Authority") to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or any of its assets are subjectSubsidiaries is subject or any provision of the Certificate of Incorporation or the Bylaws or the certificate of incorporation or bylaws or similar constituent documents of the Company's Subsidiaries or (ii) conflict with, result in a breach or violation of, constitute a default (cwith or without notice or the passage of time) under, result in the creation acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries or require any notice, consent, waiver or approval under any agreement, contract, lease, license, loan, debt instrument, note, bond, indenture, mortgage, deed of trust, joint venture agreement, approval of a Governmental Authority or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Company's or its Subsidiaries' assets is subject (or result in the imposition of any Lien mortgage, pledge, Lien, encumbrance, charge or other security interest upon the Unconditioned Interest any of such assets or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Personproperties), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b)either case, (c) or (d) above, for any where such breach, default, violation, conflict or Consent that, individually or in the aggregate, default would not reasonably be expected to have a Material Adverse Effect.
(b) Except for filings which may be required under state securities laws, for which filings the Company shall be responsible, neither the Company nor any of its Subsidiaries is required to give any notice to, make any filing or registration with, or obtain any authorization, consent or approval of any Governmental Authority in connection with the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby (including the issuance of Common Stock upon conversion of the Series A Preferred).
(c) No consent or approval of the Company's stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the Nasdaq Stock Market, or otherwise, for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the issuance of Common Stock upon conversion of the Series A Preferred).
(d) The execution, delivery and performance of this Agreement by the Company and the consummation of transactions contemplated hereby will not constitute a "Change of Control" as such term is defined in any contract, agreement, indenture, mortgage, note, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Pricesmart Inc)
Noncontravention. The Neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Company and its Subsidiaries is subject or any provision of the charter or bylaws of any of the Company and its Subsidiaries or (b) conflict with, violate or result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify, or violation ofcancel, or require a Consent underany notice or consent under any agreement, any Lawcontract, Orderlease, Contract (license, instrument, or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which Seller any of the Company and its Subsidiaries is a party or by which it is bound or to which Seller or any of its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and assets is subject (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breachthe imposition of any Security Interest upon any of its assets), default or violation of, or require a Consent under, any Law, Order, Contract (other than termination of the Gulf LNG LLC Agreement)waiting period under the Xxxx-Xxxxx-Xxxxxx Act, document as well as such violations, conflicts, defaults, accelerations, rights, notices or Permit to which the Company is a party or to which the Company or its assets are subject, consents under subparagraphs (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Lawsa) or (db) require Seller orwhich would not result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or impede the ability of the Company and the Significant Stockholders to consummate the Knowledge transactions contemplated by this Agreement. None of Seller (which for this purpose shall not include the Company and its Subsidiaries needs to give any obligation to notice to, make any inquiry filing with, or obtain any authorization, consent, or approval of any Person), government or governmental agency in order for the Company, Parties to obtain or make any Consent from or with any Personconsummate the transactions contemplated by this Agreement, other than the Gulf LNG Consentfilings required to be made by the Stockholders’ Representative or the Company and the Buyer under the Xxxx-Xxxxx-Xxxxxx Act, except in as well as such other notices, filings, authorizations, consents or approvals, the case absence of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, which would not reasonably be expected to have a Material Adverse EffectEffect on the Company and its Subsidiaries, taken as a whole, or impede the ability of the Company and the Significant Stockholders to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Hughes Supply Inc)
Noncontravention. The (a) Assuming all consents, approvals, authorizations, permits, filings and notifications set forth on Schedule 4.4(b) have been obtained or made, except as set forth on Schedule 4.4(a), neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not nor the compliance by Seller with any provisions hereof: (ax) conflict withconflicts with or results in a breach of any provisions of the Charter Documents of any Acquired Company; (y) constitutes or results in the breach of any term, violate condition or result in provision of, or constitute a default under the certificate (with or without notice or lapse of formation of Seller time, or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(iiboth), entitle or gives rise to any Person to exercise any preferential purchase rightright of termination, option to purchase consent, amendment, cancellation, modification or similar right acceleration with respect to, or gives rise to any obligation of any Acquired Company to make any payments under, or results in the Unconditioned Interest creation or the Conditioned Interestimposition of a Lien upon any property or assets of any Acquired Company pursuant to any Material Contract, License or Lease; or (bz) (i) to the Knowledge of Sellercontravenes, conflict conflicts with or result results in a breach, default or violation of, or require constitute a Consent under, failure to comply with any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document Law or Permit Order applicable to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Acquired Company or its by which any properties or assets owned or used by any Acquired Company are subjectbound or affected; except, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (by) and (z) of this Section 4.4(a), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth on Schedule 4.4(b), no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or Accrediting Agency is required to be obtained or made by any Acquired Company in connection with (i) the execution and delivery of this Agreement or (ii) the compliance by Seller with any of the provisions hereof or the consummation of the transactions contemplated hereby; except where the failure to obtain such consent, approval, authorization, permit, or to make such filing with or notification to, would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Invacare Corp)
Noncontravention. The (a) Except as set forth on Section 3.3(a) of the Company Disclosure Schedule, neither the execution and delivery by Seller of this Agreement or the Transaction Documents by Chesapeake Companies nor the consummation by the Chesapeake Companies of the Transactions, nor compliance by any other documents required hereunder Chesapeake Company with any of the terms or provisions of this Agreement or the Transaction Documents, will (i) conflict with or violate any provision of the Organizational Documents of any Chesapeake Company, (ii) (A) assuming that the authorizations, consents and approvals referred to be executed in Section 3.4 and delivered by Seller pursuant the Required Consents are obtained and the filings referred to this Agreementin Section 3.4 are made, and the consummation by Seller of the transactions contemplated hereunder, will not (a) conflict Laws and applicable requirements thereof are complied with, (1) violate any Law or result in Order applicable to any Chesapeake Company or (2) require the permission, consent or waiver of any other person, (B) with or without notice, lapse of time or both, violate, breach or constitute a default under (1) any of the certificate terms, conditions or provisions of formation any Material Contract or accelerate, require a payment under or give rise to a loss of Seller any benefit under or the any right of termination, cancellation or acceleration of any obligations under any such Material Contract, or (2) any material Permit by which any Chesapeake Company or the limited liability company agreement of Seller their respective assets or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase properties are bound or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (cC) result in the creation of any Lien upon the Unconditioned Interest on any properties, rights or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry assets of any Person), the Chesapeake Company, to obtain or make any Consent from or with any Personexcept, other than the Gulf LNG Consent, except in the case of clauses clause (bii)(B) and (C), (c) or (d) abovefor such violations, for any such breachdefaults, defaultaccelerations, violationrights, or Consent that, individually or in the aggregate, losses and Liens as would not reasonably be expected to have be material to the Chesapeake Companies, taken as a Material Adverse Effectwhole.
(b) No other proceedings on the part of the Chesapeake Companies are necessary to adopt and approve this Agreement and approve the Transactions.
(c) Section 3.3(a) of the Company Disclosure Schedule sets forth a list of all approvals, consents, ratifications, waivers, or other authorizations (other than from Governmental Entities, which are set forth on Section 3.4 of the Company Disclosure Schedule) from or filing with, notice or report to any person that is required to be obtained, provided or delivered in connection with the execution or delivery of this Agreement or the consummation of the Transactions (collectively, the “Required Consents”). Except for (x) the Required Consents or (y) the items set forth on Section 3.4 of the Company Disclosure Schedule, neither Seller nor any Chesapeake Company is subject to any approval, consent, ratification, waiver, or other authorization from or filing with, notice or report to any person that is required to be obtained, provided or delivered in connection with the execution or delivery of this Agreement or the consummation of the Transactions that is required to be obtained by Seller or any Chesapeake Company which may be applicable to the consummation of the Transactions.
Appears in 1 contract
Samples: Membership Interest Purchase and Contribution Agreement (Ashford Inc.)
Noncontravention. The execution execution, delivery and delivery by Seller performance of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, the Indenture, the Notes and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby, the consummation by Seller of the transactions contemplated hereunder, will not hereby (a) conflict with, violate or result in a default under including the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the issuance and sale of the Conditioned InterestNotes and the use of proceeds therefrom as described in the Prospectus) and the compliance by the Company with its obligations hereunder and under the Indenture, Section 1.2(c)(ii)the Notes and such other agreements or instruments have been duly authorized by all necessary corporate action and do not and will not, entitle any Person to exercise any preferential purchase right, option to purchase whether with or similar right with respect to without the Unconditioned Interest giving of notice or the Conditioned Interest, (b) (i) to the Knowledge passage of Sellertime or both, conflict with or result in constitute a breach, default or violation breach of, or default or event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a Consent portion of such indebtedness by the Company or any of its Significant Subsidiaries (a "Repayment Event") under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breachthe creation or imposition of any lien, default charge or violation ofencumbrance upon any assets, properties or require a Consent underoperations of the Company or any of its Significant Subsidiaries pursuant to, any Lawmaterial contract, Orderindenture, Contract (mortgage, deed of trust, loan or credit agreement, note, lease or other than the Gulf LNG LLC Agreement), document agreement or Permit to which the Company is a party or instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets are of the Company or any of its Significant Subsidiaries is subject, (c) nor will such action result in any violation of the creation provisions of the charter or by-laws of the Company or any of its Significant Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Lien upon government, government instrumentality or court, domestic or foreign, having jurisdiction over the Unconditioned Interest Company or the Conditioned Interest (except transfer restrictions under applicable securities Laws) any of its Significant Subsidiaries or (d) require Seller orany of their assets, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain properties or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectoperations.
Appears in 1 contract
Noncontravention. The Except as set forth in Section 3.2(c) of the Disclosure Schedule, neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller of the transactions contemplated hereunderhereby, will not (ai) violate any constitution, statute, regulation, rule, injunction, judgment, or other restriction of any government, governmental agency, or court to which the Company is subject or any provision of the charter or bylaws of the Company, or (ii) conflict with, violate or result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify, or violation ofcancel, or require a Consent underany notice under any agreement, any Lawcontract, Orderlease, Contract (other than the Gulf LNG LLC Agreement)license, document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation ofinstrument, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit arrangement to which the Company is a party or by which it is bound or to which the Company or any of its assets are subject, is subject (c) or result in the creation imposition of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge any of Seller (which for this purpose shall not include any obligation to make any inquiry of any Personits assets), except where the Companyviolation, to obtain or make any Consent from or with any Personconflict, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violationacceleration, termination, modification, cancellation, failure to give notice, or Consent thatLien would not have a material adverse effect on the business, individually condition (financial or otherwise), operations, results of operations, or future prospects of the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Material Adverse Effect"). Except for such filings as may be required under the HSR Act; except for authorizations, consents, approvals, declarations, filings or registrations the failure of which to obtain, would not, in the aggregate, would not reasonably be expected impair the ability of the Sellers or the Company to perform their obligations hereunder or have a Material Adverse Effect.Effect on the Company; and except as set forth in Section 3.2(c) of the Disclosure Schedule, the Company does not need to obtain any authorization, consent, or approval of, or make any declaration, filing or registration with, any government or governmental agency or regulatory authority in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. EXECUTION COPY
Appears in 1 contract
Noncontravention. The Except as set forth in Section 4(c) of the Disclosure Schedule, neither the execution and the delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Transaction Agreement, and nor the consummation by Seller of the transactions contemplated hereunderthereby, will not (ai) conflict withviolate any constitution, statute, regulation, rule, injunction, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any member of the BUYER Group is subject, (ii) violate any provision of the charter, bylaws, or other organizational document of such Person or (iii) result in a breach of, constitute a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreementunder, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breachthe acceleration of, default create in any party the right to accelerate, terminate, modify, or violation ofcancel, or require a Consent underany authorization, consent, waiver, or approval under any Lawagreement, Ordercontract, Contract (lease, license, instrument, decree, judgment, or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which Seller such Person is a party or by which it is bound or to which Seller any of its assets are subject (or its result in the imposition of any Security Interest or encumbrance upon any such assets), except, with respect to subsections (i) and (iii) above, where such violations, breaches, defaults or other matters, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, failure to obtain such authorizations, consents, waivers or make any Consent from or with any Personapprovals, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse EffectEffect on the transactions contemplated hereby. Except (1) pursuant to the Xxxx-Xxxxx-Xxxxxx Act, (2) as set forth on Section 4(c) of the Disclosure Schedule, (3) Customary Post-Closing Consents and (4) where the failure to give such notices, make such filings or obtain such authorizations, consents, waivers or approvals could not reasonably be expected to have a Material Adverse Effect on the transactions contemplated hereby, no such Person needs to give any notice, make any filing with or obtain any authorization, consent, waiver, or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Duke Energy Field Services LLC)
Noncontravention. The Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Nevada Articles as required by Nevada Law, neither the execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and nor the consummation by Seller ENIP of the transactions contemplated hereunderhereby or thereby, will not will: (a) conflict with, with or violate or result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement any provision of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale Articles of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase Incorporation or similar right with respect to the Unconditioned Interest or the Conditioned Interest, Bylaws of ENIP; (b) require on the part of ENIP any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of ENIP’s participation in the transactions contemplated hereby or (ii) to the Knowledge of Sellerbe made by CCA or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on ENIP; (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in a breachthe acceleration of, default create in any party any right to accelerate, terminate, modify or violation ofcancel, or require a Consent any notice, consent or waiver under, any Lawcontract, Orderlease, Contract (sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other than the Gulf LNG LLC Agreement), document or Permit arrangement to which Seller ENIP is a party or to by which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company either is a party bound or to which the Company or its any of their assets are subject, (c) result in the creation of any Lien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent, except in the case of clauses (b), (c) or (d) above, for any such conflict, breach, default, violationacceleration, right to accelerate, termination, modification, cancellation, notice, consent or Consent that, individually or in the aggregate, waiver that would not reasonably be expected to have a Material Adverse EffectEffect on ENIP; (d) result in the imposition of any Security Interest upon any assets of ENIP; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ENIP or any of their properties or assets, except for any violation that would not have a Material Adverse Effect on ENIP.
Appears in 1 contract
Noncontravention. The Subject to compliance with the applicable requirements of the HSR Act, none of the execution and delivery by each of Parent and Seller of this Agreement or any and the other documents required Transaction Documents to which it is a party, the performance by Parent and Seller of their respective obligations hereunder to be executed and delivered by Seller pursuant to this Agreement, thereunder and the consummation by Parent and Seller of the transactions contemplated hereunderhereby and thereby, will not will: (a) conflict withwith or violate any provision of the charter or bylaws (or equivalent or comparable documents) of Parent, violate or result in a default under the certificate of formation of Seller or Seller, the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Conditioned InterestSubsidiary, (b) (iexcept as set forth in Section 2.13(b) to of the Knowledge Disclosure Schedule, require on the part of Parent, Seller, the Company or the Subsidiary the making or obtaining of any Permit or other Consent, except where the failure to obtain any such Permit or Consent required with respect to any Government Contract would not result in a Company Material Adverse Effect, (c) conflict with, result in (with or without due notice or lapse of time or both) a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any Consent under, or result in a breachthe loss of any rights, default privileges, options or violation of, or require a Consent alternatives under, any Lawcontract, Orderlease, Contract (sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed arrangement, instrument of indebtedness, Security Interest, commitment or other than the Gulf LNG LLC Agreement)arrangement or understanding, document or Permit to which Seller Parent, Seller, the Company or the Subsidiary is a party or to by which Seller or its assetsParent, including the Unconditioned Interest and the Conditioned InterestSeller, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company or the Subsidiary is a party bound or to which the Company or its any of their respective assets are is subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, Consent, or loss of rights, privileges, opinions or alternatives that would not have a Company Material Adverse Effect, (cd) result in the creation imposition of any Lien Share Encumbrance upon the Unconditioned Company Shares, (e) except as set forth in Section 2.13(e) of the Disclosure Schedule, result in the imposition of any Security Interest upon any assets of Parent, Seller, the Company or the Conditioned Interest (except transfer restrictions under applicable securities Laws) Subsidiary, or (df) require Seller orviolate in any material respect any Applicable Law applicable to Parent, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person)Seller, the CompanyCompany or the Subsidiary or any of their respective properties or assets (it being understood that the accuracy of this representation as to compliance with applicable Federal and state securities laws, to obtain or make any Consent from or with any Personis dependent in part on, other than and assumes the Gulf LNG Consentaccuracy of, except Buyer's representations in the case of clauses (bSections 3.5 and 3.6), (c) or (d) above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Emergent Information Technologies Inc)