Common use of Compliance with Laws and Other Instruments Clause in Contracts

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with the Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

Appears in 23 contracts

Samples: Agreement of Merger and Plan of Reorganization (Greenleaf Forest Products, Inc.), Agreement of Merger and Plan of Reorganization (Blue Calypso, Inc.), Agreement of Merger and Plan of Reorganization (Waxess Holdings, Inc.)

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Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. Subsidiary of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. Subsidiary pursuant to or in connection with the Merger Documents and the consummation by Parent and/or Acquisition Corp. Subsidiary of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. Subsidiary to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency agency, government or governmentAuthority, (c) any order, judgment or decree of any court or Authority, or (d) any provision of their respective charters or By-laws Laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. Subsidiary is a party or by which Parent and/or Acquisition Corp. Subsidiary or any of their respective properties is bound.

Appears in 4 contracts

Samples: Acquisition and Share Exchange Agreement (Token Communities Ltd.), Merger and Share Exchange Agreement (Asta Holdings, Corp.), Acquisition and Share Exchange Agreement (Token Communities Ltd.)

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. of this Agreement, the Certificate of Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with this Agreement or the Certificate of Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (ai) any provision of law, (bii) any rule or regulation of any agency or government, (ciii) any order, judgment or decree of any court court, or (dv) any provision of their respective charters or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

Appears in 3 contracts

Samples: Agreement of Merger And (Fitness Xpress Software Inc.), Agreement of Merger and Plan (Fairview Energy Corporation, Inc.), Agreement of Merger and Plan (Towerstream Corp)

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. of this Agreement, the Certificate of Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with this Agreement or the Certificate of Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (ai) any provision of law, (bii) any rule or regulation of any agency or government, (ciii) any order, judgment or decree of any court court, or (div) any provision of their respective charters certificates of incorporation or Byby-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flex Resources Co. LTD), Agreement of Merger and Plan (Wildon Productions Inc)

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. SubCo of this Agreement, the Certificate of Merger Documents and the other agreements to be made by Parent or Acquisition Corp. SubCo pursuant to or in connection with this Agreement or the Certificate of Merger Documents and the consummation by Parent and/or Acquisition Corp. SubCo of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. SubCo to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-By- laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. SubCo is a party or by which Parent and/or Acquisition Corp. SubCo or any of their respective properties is bound.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (JUVA LIFE INC./Canada), Agreement and Plan of Merger

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. Corp of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. Corp pursuant to or in connection with the Merger Documents and the consummation by Parent and/or Acquisition Corp. Corp of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. Corp to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. Corp is a party or by which Parent and/or Acquisition Corp. Corp or any of their respective properties is bound.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Med-X, Inc.)

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. of this Agreement, the Certificate of Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with this Agreement or the Certificate of Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (ai) any provision of law, (bii) any rule or regulation of any agency or government, (ciii) any order, judgment or decree of any court court, or (dv) any provision of their respective charters certificates of incorporation or Byby-laws as amended and in effect on and as of the Closing Date Date, and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (XCel Brands, Inc.)

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent Parent, Holdings and/or Acquisition Corp. of the Merger Documents and the other agreements to be made by Parent Parent, Holdings or Acquisition Corp. pursuant to or in connection with the Merger Documents and the consummation by Parent Parent, Holdings and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent Parent, Holdings and/or Acquisition Corp. to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent Parent, Holdings or Acquisition Corp. is a party or by which Parent Parent, Holdings and/or Acquisition Corp. or any of their respective properties is bound.

Appears in 1 contract

Samples: Agreement of Merger And (Beacon Energy Holdings, Inc.)

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with the Merger Documents Documents, and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or or Acquisition Corp. to violate or contravene (ai) any provision of law, (bii) any rule or regulation of any agency or government, (ciii) any order, judgment or decree of any court court, or (div) any provision of their respective charters certificates of incorporation or Byby-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (BTHC VII Inc)

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Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. of this Agreement, the Articles of Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with this Agreement or the Articles of Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (ai) any provision of law, (bii) any rule or regulation of any agency or government, (ciii) any order, judgment or decree of any court court, or (div) any provision of their respective charters certificates of incorporation or By-laws bylaws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is boundare bound or affected, and (v) will not result in the creation or imposition of any material Lien upon any property or asset of Parent or Acquisition Corp. except as contemplated herein.

Appears in 1 contract

Samples: Agreement of Merger And (Reliability Inc)

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. Subsidiary of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. Subsidiary pursuant to or in connection with the Merger Documents and the consummation by Parent and/or Acquisition Corp. Subsidiary of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. Subsidiary to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency agency, government or governmentAuthority, (c) any order, judgment or decree of any court or Authority, or (d) any provision of their respective charters or By-laws Bylaws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. Subsidiary is a party or by which Parent and/or Acquisition Corp. Subsidiary or any of their respective properties is bound.

Appears in 1 contract

Samples: Merger and Share Exchange Agreement (Future Healthcare of America)

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. of this Agreement, the Certificate of Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with this Agreement or the Certificate of Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Southridge Technology Group, Inc.)

Compliance with Laws and Other Instruments. The execution, delivery and performance by Parent and/or Acquisition Corp. of this Agreement, the Certificate of Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with this Agreement or the Certificate of Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or Byby-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NewGen BioPharma Corp.)

Compliance with Laws and Other Instruments. Save as disclosed in the Parent SEC Documents, the business, products and operations of the Parent have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of the Parent. The execution, delivery and performance by Parent and/or Acquisition Corp. of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with the Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-laws Bylaws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U.S. Gold Corp.)

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