Common use of Certain Shareholder Matters Clause in Contracts

Certain Shareholder Matters. Each Shareholder has full and absolute right, power, authority and legal capacity to execute, deliver and perform this Agreement and all Other Seller Agreements to which such Shareholder is a party, and this Agreement constitutes, and such Other Seller Agreements will when executed and delivered constitute, the legal, valid and binding obligations of, and be enforceable in accordance with their respective terms against, such Shareholder. The execution, delivery and performance of this Agreement and the Other Seller Agreements to which a Shareholder is a party, and the consummation of the transactions contemplated hereby and thereby, will not (i) violate any Legal Requirement or Order to which a Shareholder is subject, or (ii) violate, with or without the giving of notice or the lapse of time or both, or conflict with or result in the breach or termination of any provision of, or constitute a default under, or give any Person the right to accelerate any obligation under, or result in the creation of any Encumbrance upon any properties or assets of a Shareholder pursuant to, any indenture, mortgage, deed of trust, lien, lease, agreement, instrument or other arrangement to which a Shareholder is a party or by which a Shareholder or any of the Shareholder's assets is bound or subject. No Shareholder need give any notice to, make any filing with

Certain Shareholder Matters. Each Shareholder has full and absolute right, power, authority and legal capacity to execute, deliver and perform this Agreement and all Other Seller Shareholder Agreements to which such Shareholder is a party, and this Agreement constitutes, and such Other Seller Shareholder Agreements will when executed and delivered constitute, the legal, valid and binding obligations of, and be enforceable in accordance with their respective terms against, such Shareholder. The execution, delivery and performance of this Agreement and the Other Seller Shareholder Agreements to which a the Shareholder is a party, and the consummation of the transactions contemplated hereby and thereby, will not (i) violate any Legal Requirement or Order to which a the Shareholder is subject, or (ii) violate, with or without the giving of notice or the lapse of time or both, or conflict with or result in the breach or termination of any provision of, or constitute a default under, or give any Person the right to accelerate any obligation under, or result in the creation of any Encumbrance upon any properties or assets of a the Shareholder pursuant to, any indenture, mortgage, deed of trust, lien, lease, agreement, instrument or other arrangement to which a the Shareholder is a party or by which a the Shareholder or any of the Shareholder's assets is bound or subject. No Shareholder need give any notice to, make any filing withwith or obtain any authorization, consent or approval of any Governmental Authority or other Person in order to consummate the transactions contemplated hereby.