Required Filings and Consents; No Conflict. The Buyer is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement, except as may be required by applicable securities laws.
Required Filings and Consents; No Conflict. The execution, delivery and consummation of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate (i) any law, regulation, judgment, order or decree binding upon the Seller or (ii) any provision of its Certificate of Incorporation or By-laws or similar governing documents, or (b) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any Lien upon any properties or assets of the Seller (including the Shares) pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which the Seller is a party or which is or purports to be binding upon the Seller or by which any of its properties are bound.
Required Filings and Consents; No Conflict. Except as set forth on SCHEDULE 3.5 and assuming that the ultimate parent entity (as such term is defined in Rule 801.1(a), 16 C.F.R. ss.801.1(a)(3)) ("Ultimate Parent Entity") of Buyer has less than $100 million of annual net sales or total assets (as determined in accordance with Rule 801.11, C.F.R. ss. 801.11) as stated on its last regularly prepared income statement and balance sheet ("HSR Assets and Revenues"), neither of the Companies or any of the Shareholders is required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by the Companies and the Shareholders and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate any law, regulation, judgment, order or decree binding upon the Companies or Shareholders, (b) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of either of the Companies or (c) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of either of the Companies, pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which any of the Companies is a party or which is or purports to be binding upon either of the Companies, or by which any of their properties are bound. The execution, delivery and performance of this Agreement by the Companies and the Shareholders and the consummation of the transactions contemplated hereby will not result in the loss of any license, franchise, legal privilege or permit possessed by any of the Companies or give a right of termination to any party to any agreement or other instrument to which any of the Companies is a party or by which any of their respective properties are bound.
Required Filings and Consents; No Conflict. Except for applicable requirements of the Securities and Exchange Act of 1934, as amended, (the "Exchange Act") and the Securities Act, the Company is not required to submit any notice, report or other filing with any governmental authority in connection with the execution, delivery or performance of this Agreement. The execution and delivery of this Agreement and consummation of the
Required Filings and Consents; No Conflict. Except as set forth on Schedule 3.5 hereto, neither ICON nor any of the Shareholders are required to submit any notice, report or other filing to or with any Governmental Authority in connection with the execution, delivery or performance of the ICON Documents. The execution, delivery and performance of the ICON Documents by ICON and the Shareholders parties thereto and the consummation of the transactions contemplated thereby do not and will not (a) conflict with or violate any law, regulation, judgment, order or decree binding upon ICON or the Shareholders, (b) conflict with or violate any provision of the Articles of Incorporation or By-laws of ICON or (c) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any Lien upon any properties or assets of ICON or the Shareholders, including the shares of ICON Stock, pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which ICON or the Shareholders are a party or which is or purports to be binding upon ICON or the Shareholders or by which any of their respective properties are bound. The execution, delivery and performance of the ICON Documents by ICON and the Shareholders parties thereto and the consummation of the transactions contemplated thereby will not result in the loss of any license, franchise, legal privilege or permit possessed by ICON or give a right of termination to any party to any agreement or other instrument to which ICON is a party or by which any of its properties are bound.
Required Filings and Consents; No Conflict. Such Seller is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement or the Employment Agreement to which such Seller is a party. The execution, delivery and performance of this Agreement, and the Employment Agreement to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) conflict with or violate any law, regulation, judgment, order or decree binding upon such Seller, or (b) except as set forth on Schedule 3.2 hereto, conflict with or result in a breach of any condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of such Seller pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which such Seller is a party or which is or purports to be binding upon such Seller or by which any of his properties are bound. The execution, delivery and performance of this Agreement, and the Employment Agreement to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby will not result in the loss of any license, franchise, legal privilege or permit possessed by such Seller or give a right of termination to any party to any agreement or other instrument to which such Seller is a party or by which any of his properties are bound.
Required Filings and Consents; No Conflict. Neither Seller is required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement.
Required Filings and Consents; No Conflict. Millennium is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Millennium and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate any law, regulation, judgment, order or decree binding upon Millennium, (b) conflict with or violate any provision of the articles of incorporation or by-laws of Millennium, or (c) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of Millennium pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which Millennium is a party or which is or purports to be binding upon Millennium or by which any of its properties are bound, except for conflicts, breaches, defaults, events of default or impositions that would not have a Millennium Material Adverse Effect. The execution, delivery and performance of this Agreement by Millennium and the consummation of the transactions contemplated hereby will not result in the loss of any license, franchise, legal privilege or permit possessed by Millennium or give a right of termination to any party to any agreement or other instrument to which Millennium is a party or by which any of its properties are bound, except for losses or rights of termination that would not have a Millennium Material Adverse Effect.
Required Filings and Consents; No Conflict. Neither Camelot nor any Member is required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of the this Agreement, other than the filing of the certificate of merger referred to in Section 8.7. The execution, delivery and performance of the this Agreement by Camelot and the Members and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate any law, regulation, judgment, order or decree binding upon Camelot or any Member, (b) conflict with or violate any provision of the Camelot Articles or the Camelot Operating Agreement or (c) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of Camelot under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which Camelot is a party or which is or purports to be binding upon Camelot or by which any of Camelot's properties are bound. The execution, delivery and performance of this Agreement by Camelot and the consummation of the transactions contemplated hereby will not result in the loss of any license, franchise, legal privilege or permit possessed by Camelot or give a right of termination to any party to any agreement or other instrument to which Camelot is a party or by which any of Camelot's properties are bound.
Required Filings and Consents; No Conflict. (a) Except as set forth on Schedule 2.5 hereto, the Company is not required to submit any notice, report or other filing to any Governmental Authority in connection with the execution, delivery or performance of this Agreement.
