Common use of Representations and Warranties of Actel Clause in Contracts

Representations and Warranties of Actel. Actel hereby represents and warrants to the Ramius Group that (a) this Agreement has been duly authorized, executed and delivered by Actel, and is a valid and binding obligation of Actel, enforceable against Actel in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not (1) conflict with, result in a breach or violation of, constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, result in the loss of a material benefit or give any right of termination, amendment, acceleration or cancellation under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of Actel or any of its subsidiaries pursuant to any law, any order of any court or other agency of government, Actel’s Restated Articles of Incorporation (as amended January 3, 2003) (the “Restated Articles”), Actel’s Amended and Restated Bylaws (the “Bylaws”), or the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which Actel is a party or bound or to which its property or assets is subject or (2) trigger any “change of control” provisions in any agreement to which Actel is a party; and (c) no consent, approval, authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit Actel to perform its obligations under this Agreement, except for such as have been obtained.

Representations and Warranties of Actel. Actel hereby represents and warrants to the Ramius Group that (a) this Agreement has been duly authorized, executed and delivered by Actel, and is a valid and binding obligation of Actel, enforceable against Actel in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not (1) conflict with, result in a breach or violation of, constitute a default (or an event which with notice or noticeor lapse of time or both could become a default) under or pursuant to, result in the loss of a material benefit or give any right of termination, amendment, acceleration or cancellation under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of Actel or any of its subsidiaries pursuant to any law, any order of any court or other agency of government, Actel’s Restated Articles of Incorporation (as amended January 3, 2003) (the “Restated Articles”), Actel’s Amended and Restated Bylaws (the “Bylaws”), or the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which Actel is a party or bound or to which its property or assets is subject or (2) trigger any “change of control” provisions in any agreement to which Actel is a party; and (c) no consent, approval, authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit Actel to perform its obligations under this Agreement, except for such as have been obtained.