Common use of Authority and Non-Contravention Clause in Contracts

Authority and Non-Contravention. The execution, delivery and performance by the Stockholder of this Agreement and the consummation of the transactions contemplated hereby (i) are within the Stockholder's power and authority, have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any Governmental Entity (except as may be required under the HSR Act and under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")), and (iii) do not and will not contravene or constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Stockholder or to a loss of any benefit of the Stockholder under, any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree, or other instrument binding on the Stockholder or result in the imposition of any Lien on any assets of the Stockholder.

Appears in 3 contracts

Samples: Tender Agreement (Ibp Inc), Agreement and Plan of Merger (Foodbrands America Inc), Tender Agreement (Airlie Group Lp Et Al)

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Authority and Non-Contravention. (a) The execution, delivery and performance by the such Stockholder of this Agreement and the consummation of the transactions contemplated hereby (i) are within the such Stockholder's power and authority, have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any Governmental Entity governmental body (except as may be required under the HSR Act or similar foreign laws and under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")), and (iii) do not and will not contravene or constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the such Stockholder or to a loss of any benefit of the such Stockholder under, any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree, or other instrument binding on the such Stockholder or result in the imposition of any Lien on any assets of the such Stockholder.

Appears in 2 contracts

Samples: Stockholder Agreement (Bayer Corp), Stockholder Agreement (Bayer Corp)

Authority and Non-Contravention. (a) The execution, delivery and performance by the Stockholder of this Agreement and the consummation of the transactions contemplated hereby (i) are within the Stockholder's ’s power and authority, have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any Governmental Entity governmental body (except as may be required under the HSR Act and under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")), and (iii) do not and will not contravene or constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Stockholder or to a loss of any benefit of the such Stockholder under, any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree, or other instrument binding on the Stockholder or result in the imposition of any Lien on any assets of the Stockholder.

Appears in 2 contracts

Samples: Stockholder Agreement (New Motion, Inc.), Stockholder Agreement (New Motion, Inc.)

Authority and Non-Contravention. (a) The execution, delivery and performance by the such Stockholder of this Agreement and the consummation of the transactions contemplated hereby (i) are within the such Stockholder's ’s power and authority, have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any Governmental Entity governmental body (except as may be required under the HSR Act and under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")), and (iii) do not and will not contravene or constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the such Stockholder or to a loss of any benefit of the such Stockholder under, any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree, or other instrument binding on the such Stockholder or result in the imposition of any Lien on any assets of the such Stockholder.

Appears in 1 contract

Samples: Stockholder Agreement (Traffix Inc)

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Authority and Non-Contravention. The executionexecu- tion, delivery and performance by the Stockholder of this Agreement Agree- ment and the consummation of the transactions contemplated hereby (i) are within the Stockholder's power and authority, have been duly authorized by all necessary action (including any consultationconsulta- tion, approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any Governmental Entity (except as may be required under the HSR Act and under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")), and (iii) do not and will not contravene or constitute a default under, or give rise to a right of termination, cancellation cancella- tion or acceleration of any right or obligation of the Stockholder Stockhold- er or to a loss of any benefit of the Stockholder under, any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree, or other instrument binding on the Stockholder or result in the imposition of any Lien on any assets of the Stockholder.

Appears in 1 contract

Samples: Tender Agreement (Joseph Littlejohn & Levy Fund Ii Lp)

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