No Breach; Consents. Except as set forth on SCHEDULE 4.7 hereto, the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not (i) result in any lien, pledge, mortgage, security interest, claim, lease, charge, option, easement, servitude or other encumbrance whatsoever (collectively, "Liens") upon any of the property of Seller (other than in favor of Buyer) or (ii) violate, conflict with or breach any of the terms and conditions of, result in a material modification of, accelerate or trigger the rights of any person under, or constitute (or with notice or lapse of time or both would constitute) a default under (a) any material instrument, contract or other agreement to which Seller is a party or by or to which it or any of its properties is bound or subject; (b) Seller's Certificate of Incorporation or By-laws (and all amendments thereto up through the date hereof); or (c) any Law applicable to Seller or any of its properties or operations. Except as set forth on SCHEDULE 4.7, no consent, approval or authorization of, or declaration or filing with, any governmental authority, stockholder of Seller or other person is required on the part of Seller in connection with the execution, delivery or performance of this Agreement or the consummation by it of the transactions contemplated hereby.
No Breach; Consents. The execution, delivery and performance of this Agreement by Buyer will not (a) contravene any provision of the Organizational Documents of Buyer; (b) violate or conflict with any Law, Governmental Order or Governmental Authority; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent, including any Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against Buyer; or (d) require any Governmental Authorization.
No Breach; Consents. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which any Purchasing Company will become a party will not (a) contravene any provision of the Organizational Documents of such Purchasing Party; (b) violate or conflict with any Law, Governmental Order or Governmental Authority; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent, including any Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against such Purchasing Company; or (d) require any Governmental Authorization.
No Breach; Consents. The execution, delivery and performance of this Agreement and the Ancillary Agreements, to which the Company is a party, by the Company and the consummation of the Transactions by the Company do not and, with or without notice or lapse of time or both, will not, in each case: (a) materially violate any provision of the Company Certificate of Incorporation or the Company Bylaws; (b) violate in any material respect, conflict in any material respect with or result in the material breach of any of the terms or conditions of, result in material modification of the effect of, or otherwise give any other contracting party the right to terminate or accelerate any rights under, or constitute a default under, any Material Contract, except as set forth on Schedule 2.4; (c) materially violate any Order (i) that names the Company or (ii), to the Knowledge of the Company, generally applicable to the Company but that does not name the Company, in either the case of (i) or (ii), against, or binding upon, the Company or upon its properties, assets or Business or its securities; (d) subject to the authorizations or filings referenced in Section 2.3, violate, in any material respect, any Law of any jurisdiction or any Permit held by the Company; or (e) result in the creation of any Lien on any of the material assets or properties of the Company (other than as may result from the actions of the Buyer and/or the Merger Sub). No Consent, waiver, approval, Order or authorization of, or 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, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which the Company is a party or the consummation by the Company of the Transactions, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under the HSR Act and any other applicable antitrust or competition Laws (collectively, “Antitrust Laws”) and except for the filing of the Certificate of Merger under DGCL.
No Breach; Consents. The execution, delivery and performance of this Agreement by such Holder will not (a) contravene any provision of the organizational documents of such Holder, (b) violate or conflict with any law, governmental order or governmental authorization, (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification or acceleration of payment (or any right to terminate) or require consent under any contract or governmental authorization that is either binding upon or enforceable against the Holder, (d) result in the creation of any encumbrance upon the shares of XENO common stock held by such Holder or (e) require any governmental authorization.
No Breach; Consents. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby (a) do not and will not conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, result in the creation of any lien, security interest, charge or encumbrance upon the assets of either of Purchaser under, or require any authorization, consent, approval, exemption or other action by or notice to any third party under the provisions of the Charter or By-Laws of Purchaser or any license, indenture, mortgage, lease, loan agreement or other agreement (oral or written) or instrument to which Purchaser is a party, and (b) do not require any authorization, consent, approval, exemption or other action by or notice to any court or governmental body under any law, statute, rule, regulation or decree to which Purchaser is subject.
No Breach; Consents. The execution, delivery and performance by the Amalphis Parties and ASSAC of this Agreement and the Ancillary Agreements to which either or both of the Amalphis Parties will become a party will not (a) contravene any provision of the Organizational Documents, if any, of ASSAC or the Amalphis Parties or the ASSAC Registration Statement on Form S-1 (Registration No. 333-145163) declared effective by the SEC on January 16, 2008 (the “Registration Statement”) or the definitive prospectus included therein; (b) violate or conflict with any Law, Governmental Order, Governmental Authorization or the rules and regulations of the American Stock Exchange; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) under any agreement etc. [language dropped] require a Consent, including any Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against the Amalphis Parties or ASSAC or any Governmental Authorization that is held by the Amalphis Parties or ASSAC; (d) require any Governmental Authorization; (e) give any Governmental Entity or other Person the right to challenge any of the contemplated transactions or to exercise any remedy or obtain any relief under any Law, Governmental Order or Governmental Authorization; (f) cause the Wimbledon Parties to become subject to, or to become liable for the payment of, any Tax; or (g) result on the creation or imposition of any Encumbrance.
No Breach; Consents. The execution, delivery and performance of this Agreement will not (a) contravene any provision of the Organizational Documents of the Company or any Selling Subsidiary; (b) violate or conflict with any material Law, Governmental Order or Governmental Authorization applicable to any Selling Company; (c) except as set forth on Schedule 3.3, conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Acquired Contract that is either binding upon or enforceable against any Selling Company or any Governmental Authorization that is held by any Selling Company; or (d) result in the creation of any material Encumbrance upon any of the Acquired Assets.
No Breach; Consents. The negotiation, execution, delivery and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, (a) do not and will not conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, result in the creation of any lien, security interest, charge, encumbrance or other restriction upon the Purchased Assets under, or require any authorization, consent, approval, exemption or other action by or notice to any third party, under the provisions of the Charter or By-Laws of either Seller or any license, permit, contract, franchise, indenture, mortgage, lease, loan agreement or other agreement (oral or written) or instrument to which either Seller is a party or under which its properties are bound, and (b) do not require any authorization, consent, approval, exemption or other action by or notice to any court or governmental body under any law, statute, rule, regulation or decree to which either Seller is subject.
No Breach; Consents. (a) The execution, delivery and performance of this Agreement by Parent do not (i) conflict with or violate its certificate of incorporation or bylaws (or similar governing documents), (ii) conflict with or violate any Law or order, judgment or decree to which Parent, or any of its Subsidiaries, properties or assets is subject, or (iii) conflict with or result in any material breach of, constitute (with or without notice of or lapse of time or both) a material default under, result in a material violation of, give rise to a right of termination, modification, cancellation or acceleration under any Contract to which Parent is a party, with such exceptions, in the case of each of clauses (ii) and (iii) above, as would not have a material adverse effect on the ability of Parent to timely perform its obligations under this Agreement or to timely consummate the transactions contemplated hereby.
(b) Parent is not required to submit any notice, report or other filing with any Governmental Body in connection with the execution, delivery or performance by it of this Agreement or the consummation by Parent of the transactions contemplated hereby. No consent, approval or authorization of any Governmental Body or any other party or Person is required to be obtained by Parent in connection with its execution, delivery and performance of this Agreement or the consummation by Parent of the transactions contemplated hereby, except for those consents, approvals and authorizations.
