No Violations, etc. Except for the filings of the Certificate of Merger, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, 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, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transa...
No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies nor the consummation of the Merger or other trans- actions contemplated hereby nor compliance by Shared Technolo- xxxx with any of the provisions hereof will (i) violate, con- flict with, or result in a breach of any provision of, or con- stitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,
(b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemp...
No Violations, etc. The pledge of the Pledged Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board.
No Violations, etc. (a) Other than the filings, permits, authorizations, consents and approvals or waivers thereof that are identified in Section 4.5(b) and except as listed in Section 4.5(a) of the Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Material Adverse Effect or materially impair or delay the Company's ability to consummate the transactions contemplated hereby or perform its obligations under this Agreement.
(b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, any
No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either ALZA or Merger Sub for the consummation by ALZA or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and (iv) any filings required under and in compliance with the HSR Act or any antitrust laws of any foreign country. Neither the execution and delivery of this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by ALZA and Merger Sub with all of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of ALZA or any ALZA Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to ALZA or any ALZA Subsidiary, or by which any of their properties or assets may be bound, or (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, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ALZA or any ALZA Subsidiary is a party or by which any of them or any of their properties or assets may be bound.
No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Trafficmaster or Merger Sub for the consummation by Trafficmaster or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) the applicable requirements of the Exchange Act, state securities or "blue sky" laws, and state takeover laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals by the FCC. Neither the execution and delivery of this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Trafficmaster and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the charter documents of Trafficmaster or Merger Sub, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Trafficmaster, Merger Sub or by which any of their properties or assets may be bound, or (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, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Trafficmaster or Merger Sub is a party or by which any of them or any of their properties or assets may be bound, except for any such violation, breach or default that would not have a material adverse effect on the ability of Trafficmaster or Merger Sub to perform their obligations under this Agreement.
No Violations, etc. The execution, delivery and performance of the terms of this Agreement by Professionals (i) requires no action by or in respect of, or filing with, any governmental body other than the Michigan Insurance Bureau, or agency or official of the United States or any political subdivision thereof, except for such notices, Registration Statements, or reports as may be required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and any applicable State blue sky laws, and (ii) will not violate any statute or any order, rule or regulation of any court or government agency or body in the United States or any political subdivision thereof having jurisdiction over Professionals, which violation could have a material adverse effect on the ability of Professionals to perform any obligations under this Agreement.
No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of A2iA in connection with the consummation of the transactions contemplated hereby. Neither the execution and delivery of this Agreement by the Sellers, nor the consummation and performance of the transactions contemplated hereby, will: (i) conflict with or result in any breach of any provision of the articles of association, certificate of incorporation, bylaws, certificate of formation, limited liability company agreement or other organizational documents (in each case, as applicable) of A2iA or any of its Subsidiaries (as applicable); (ii) violate any of A2iA’s or any of its Subsidiaries’ respective Applicable Law; or (iii) except as set forth in Schedule 3.2 of the Disclosure Schedule, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under any of the terms, conditions or provisions of any Material Contract. Schedule 3.2 of the Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Material Contracts.
No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of the Parent or any Parent Subsidiary in connection with the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Merger, except: (i) for the filing of the Certificate of Merger as required by the DGCL; and (ii) as may be required pursuant to the rules and regulations of the U.S. Securities and Exchange Commission or the Exchange. Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation of the transactions contemplated hereby, including the Merger, by Parent and Merger Sub, nor compliance by Parent and Merger Sub with all of the provisions hereof will: (x) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or Merger Sub; (y) violate any Applicable Law; or (z) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under any of the terms, conditions or provisions of any Contract that is material to Parent.
No Violations, etc. Neither the Exchange nor the consummation of any of the other transactions contemplated by this Agreement, nor the fulfillment of the terms of this Agreement by the Company conflicts with, results in a breach of or constitutes a default under any agreement, contract, mortgage, note, undertaking, indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which its assets are subject, or any judgment, writ, decree, order, statute, rule or regulation applicable to the Company or to which its assets are subject.
