No Conflict; Required Filings and Consent. The execution and delivery by Avion of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries is a party or by which Avion or any of the Avion Material Subsidiaries is bound; or (B) any Law to which Avion or any of the Avion Material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s assets or the assets of any of the Avion Material Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries for the consummation by Avion of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and fi...
No Conflict; Required Filings and Consent. The execution and delivery by the Company of this Agreement and the performance by it of its obligations pursuant to this Agreement and the completion of the Arrangement will not:
No Conflict; Required Filings and Consent. (i) The execution and delivery by the Purchaser and Acquireco of this Agreement and the performance by each of them of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) violate, conflict with or result in a breach of:
No Conflict; Required Filings and Consent. The execution and delivery by Flutter of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):
No Conflict; Required Filings and Consent. (a) The execution and delivery of this Agreement by each of the Parent Companies does not, and the consummation of the transactions contemplated hereby will not (i) conflict with or violate the charter or bylaws, or the equivalent organizational documents, in each case as amended or restated, of Parent or any of Parent's subsidiaries, (ii) conflict with or violate any material Laws applicable to Parent or any of Parent's subsidiaries or by which any of their respective properties is bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent or any of Parent's subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of Parent's subsidiaries is a party or by or to which Parent or any of Parent's subsidiaries or any of their respective properties is bound or subject.
No Conflict; Required Filings and Consent. (i) The execution and delivery by Parent of this Agreement and the performance by it of its obligations pursuant to this Agreement and the completion of the Arrangement will not, subject to receipt of the Regulatory Approvals, violate, conflict with or result in a breach of:
No Conflict; Required Filings and Consent. The execution and delivery by SVT of this Agreement and the performance by it of its obligations hereunder and the completion of the Business Combination will not violate, conflict with or result in a breach of any provision of the organizational documents of SVT or its Subsidiaries, and, except as would not have an SVT Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any SVT Material Contract; or (ii) any Law to which SVT or its Subsidiaries are subject or by which SVT or its Subsidiaries are bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any SVT Material Contract or licence or permit held by SVT or its Subsidiaries; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or any restriction or limitation under any SVT Material Contract or licence or permit held by SVT or its Subsidiaries, or result in the imposition of any Lien upon any of SVT’s assets or the assets of its Subsidiaries. Other than the Interim Order, the Final Order and the filing of documents relating to the Business Combination with the CBCA Director, no Permit is necessary on the part of SVT for the consummation by SVT of its obligations in connection with the Business Combination under this Agreement or for the completion of the Business Combination not to cause or result in any loss of any rights or assets or any interest therein held by SVT or its Subsidiaries in any material properties, except for such Permits as to which the failure to obtain or make would not (x) individually or in the aggregate, prevent or materially delay consummation of the Business Combination or (y) have an SVT Material Adverse Effect.
No Conflict; Required Filings and Consent. (A) The execution and delivery by Nova of this Agreement and the performance by it of its covenants hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the Constating Documents of Nova or those of its Subsidiary, and subject to obtaining consent of the lender under the Nova Convertible Loan Facility or as set out in the Nova Disclosure Letter, or as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Nova or its Subsidiary is a party or by which either Nova or its Subsidiary is bound; or (ii) any Law to which Nova or its Subsidiary is subject or by which either Nova or its Subsidiary is bound assuming compliance with the matters referred to in Section 3(B) below; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or lien upon any of Nova's assets or the assets of its Subsidiary. (B) Other than the Interim Order, the Final Order, the Arrangement Filings, filings required to be made pursuant to applicable Securities Laws and filings required to be made with the TSXV or the OTCQB Venture Market, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Nova for the consummation by Nova of its obligations in connection with the Arrangement under this Agreement, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not (a) individually or in the aggregate, prevent or materially delay consummation of the Arrangement, or (b) have a Material Adverse Effect on Nova.
No Conflict; Required Filings and Consent. The execution and delivery by Stars of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):
No Conflict; Required Filings and Consent. (a) The execution and delivery of this Agreement by Surviving Company does not, and the consummation of the transactions contemplated hereby will not (i) conflict with or violate the Articles of Incorporation, in each case as amended or restated, of Surviving Company, (ii) conflict with or violate any Laws applicable to Surviving Company or by which any of its properties or assets is bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Surviving Company is a party or by or to which Surviving Company or any of its properties is bound or subject.
