Required Consents and Approvals; No Violations Sample Clauses

Required Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement or any of the other agreements and documents in connection herewith by CCI, the consummation thereby of the Transactions or compliance thereby with any of the provisions hereof will: (i) conflict with or result in any breach of any provision of the governance documents of CCI, (ii) require any filing with, or permit, authorization, agreement, consent or approval of, any Governmental Entity or other Person (including consents from parties to Contracts to which CCI is a party), that, if not obtained, would result in a Material Adverse Effect, (iii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which CCI is a party or by which its assets or properties are bound or (iv) violate any Applicable Law with respect to CCI.
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Required Consents and Approvals; No Violations. Except as set forth in the Disclosure Schedule, none of the execution, delivery or performance of this Agreement or any of the other agreements and documents in connection herewith by MetalQuest, the consummation thereby of the Transactions or compliance thereby with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the governance documents of either of them, (ii) require any filing with, or permit, authorization, agreement, consent or approval of, any Governmental Entity or other Person (including consents from parties to Contracts to which MetalQuest is a party), that, if not obtained, would result in a Material Adverse Effect, (iii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which MetalQuest is a party or by which its assets or properties (including the Assets) are bound, (iv) violate any Applicable Law with respect to MetalQuest or the Assets, or (vi) result in the imposition or creation of any Encumbrance on any of the Assets. The Disclosure Schedule sets forth all Required Consents.‌
Sample 1
Required Consents and Approvals; No Violations. Except as set forth in Section 4.4 of the Disclosure Letter, none of the execution, delivery or performance of this Agreement or any of the other agreements and documents in connection herewith by Royal Standard or Manhattan, the consummation thereby of the Transactions or compliance thereby with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the governance documents of either of them, (ii) require any filing with, or permit, authorization, agreement, consent or approval of, any Governmental Entity or other Person (including consents from parties to Contracts to which Royal Standard or Manhattan is a party), that, if not obtained, would result in a Material Adverse Effect, (iii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Royal Standard or Manhattan is a party or by which either of their assets or properties (including the Assets) are bound, (iv) violate any Applicable Law with respect to Royal Standard, Manhattan or the Assets, or (vi) result in the imposition or creation of any Encumbrance on any of the Assets. Section 4.4 of the Disclosure Letter sets forth all Required Consents, to Royal Standard’s Knowledge.
Sample 1
Required Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement or any of the other agreements and documents in connection herewith by Scorpio Gold or Scorpio Sub, the consummation thereby of the Transactions or compliance thereby with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the governance documents of either of them, (ii) require, except as to the consent of the TSX Venture Exchange, any filing with, or permit, authorization, agreement, consent or approval of, any Governmental Entity or other Person (including consents from parties to Contracts to which Scorpio Gold or Scorpio Sub is a party), that, if not obtained, would result in a Material Adverse Effect, (iii) other than the consent of Waterton in its capacity as creditor to Scorpio, require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Scorpio Gold or Scorpio Sub is a party or by which either of their assets or properties are bound or (iv) violate any Applicable Law with respect to Scorpio Gold or Scorpio Sub.
Sample 1
Required Consents and Approvals; No Violations. Except as set forth on Section 4.5 of the Disclosure Schedule none of the execution, delivery or performance of this Agreement by Seller or any Member, the consummation by Seller of the Transactions or compliance by Seller or any Member with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate or articles of organization, operating agreement or similar organizational documents of Seller, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity or other Person (including, without limitation, consents from parties to loans, contracts, leases and other agreements to which any of Seller or a Member is a party), (iii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any contract, agreement, arrangement or understanding to which Seller or any Member is a party or by which the Business or Acquired Assets are bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller, the Business, the Acquired Assets, or any of their properties or assets.
Sample 1
Required Consents and Approvals; No Violations. Except for the Required Consents and the Bathurst Lease, none of the execution, delivery or performance of this Agreement or any of the other agreements and documents delivered in connection herewith by Votorantim, the consummation of the Transactions or compliance with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the governance documents of Votorantim, (ii) require any filing with, or permit, authorization, agreement, consent or approval of, any Governmental Entity or other Person (including consents from parties to Contracts to which Votorantim is a party), that, if not obtained, would result in a Material Adverse Effect, (iii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Votorantim is a party or by which its assets or properties (including the Assets) are bound, other than any such consent, approval or notice, violation, breach or default as would not result in a Material Adverse Effect, (iv) violate any Applicable Law with respect to Votorantim or the Assets, except where the violation would not result in a Material Adverse Effect, or (v) result in the imposition or creation of any Encumbrance (other than Permitted Encumbrance) on any of the Assets.
Sample 1

Related to Required Consents and Approvals; No Violations

  • Consents and Approvals; No Violations Except for the Merger Filing and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act and state blue sky laws, neither the execution, delivery or performance of this Agreement or any Ancillary Agreements by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby or thereby nor compliance by Parent and Sub with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the respective certificates of incorporation or by-laws of Parent or Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, except in the case of clauses (ii), (iii) and (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults would not, individually or in the aggregate, have a material adverse effect on Parent and will not materially impair the ability of Parent or Sub to consummate the transactions contemplated hereby or by the Ancillary Agreements.

  • Consents and Approvals; No Violation Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of its Certificate of Incorporation or by-laws; (ii) require any consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (C) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (D) as may be required by any applicable state securities laws, (E) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the antitrust laws of any foreign country or, (F) where the failure to obtain such consent, approval, order, authorization or permit, or to make such registration, filing or notification, could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which could reasonably be expected to have a Material Adverse Effect on the Company; or (v) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.2(f) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or to any of their respective assets, except for violations which could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • No Conflict; Consents and Approvals (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

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