No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx and, except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx 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 Xxxxxxx is a party or by which Xxxxxxx is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx is subject; (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 Xxxxxxx’x assets. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and the filing of the Xxxxxxx Articles of Arrangement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx for the consummation by Xxxxxxx of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.
No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the execution and delivery by HSE of this Agreement and the performance by it of its obligations 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 HSE or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE 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 or other instrument, Authorization, licence or permit to which HSE or any of its Subsidiaries is a party or by which HSE or any of its Subsidiaries is bound; or (ii) any Law to which HSE or any of its Subsidiaries is subject or by which HSE or any of its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, deed of trust, mortgage, bond or other instrument, Authorization, 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, deed of trust, mortgage, bond or other instrument, Authorization, licence or permit, or result in the imposition of any Lien upon any of HSE’s assets or the assets of any of its Subsidiaries. Other than the Interim Order, the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangement, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of HSE for the consummation by HSE 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 HSE or any of its Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.
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 Cannex of this Agreement and the performance 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 Cannex or its Subsidiaries, or any Cannex Third Party Permit Holder (as defined below), and, except as would not have a Cannex Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any Cannex Material Contract; or (B) any Law to which Cannex, its Subsidiaries or any Cannex Third Party Permit Holders are subject or by which Cannex, its Subsidiaries or any Cannex Third Party Permit Holders are bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any Cannex Material Contract or licence or permit held by Cannex, its Subsidiaries or any Cannex Third Party Permit Holder; or (iii) 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 Cannex Material Contract or licence or permit held by Cannex, its Subsidiaries or any Cannex Third Party Permit Holder, or result in the imposition of any Lien upon any of Cannex’s assets or the assets of its Subsidiaries or any Cannex Third Party Permit Holder. Other than the Interim Order and the Final Order, compliance with applicable Securities Laws and stock exchange rules and policies (including obtaining the Cannex CSE Approval), no Permit is necessary on the part of Cannex for the consummation by Cannex 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 Cannex 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 a Cannex Material Adverse Effect.
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. 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. (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 Baker 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 Baker or its Subsidiaries, and, except as would not have a Baker Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any Baker Material Contract; or (ii) any Law to which Baker or its Subsidiaries are subject or by which Baker or its Subsidiaries are bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any Baker Material Contract or licence or permit held by Baker 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 Baker Material Contract or licence or permit held by Baker or its Subsidiaries, or result in the imposition of any Lien upon any of Baker’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 Baker for the consummation by Baker 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 Baker 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 a Baker Material Adverse Effect.
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 Laws applicable to Parent or any of Parent's subsidiaries or by which any of their 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 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.
