Conflict with other Instruments; Absence of Restrictions. Subject to the approval of its shareholders as may be required by Applicable Law, which Purchaser has not yet received, the execution, delivery and performance of this Agreement and each of the Transaction Documents, and the consummation of the Contemplated Transactions, by Purchaser do not and will not: (a) result in a Default of or under (i) any of the terms of the organizational documents of Purchaser, or (ii) any law, Permit, Court Order or material Contract applicable to or binding upon Purchaser; or (b) (1) result in the termination, amendment or modification of, or give any party the right to terminate, amend, modify, abandon, or refuse to perform any material Contract or Permit to which Purchaser is a party or by which it, or any of its respective properties or assets, is bound, or (2) result in the acceleration or modification, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received under any material Contract or Permit to which Purchaser is a party or by which it, or any of its respective properties or assets, is bound.
Conflict with other Instruments; Absence of Restrictions. The execution, delivery and performance of this Agreement and each of the Collateral Documents, and the consummation of the Contemplated Transactions, by VASCO, do not and will not: (i) result in a Default, of or under (A) any of the terms of the Organizational Documents of VASCO, (B) assuming the receipt of all Governmental Consents listed on Schedule 3.6, any Law, Permit or Order applicable to or binding upon VASCO, or (C) assuming the receipt of all Consents from Persons other than Governmental Entities listed on Schedule 3.6, any Contracts or Licenses to which VASCO is a party or by which it is bound; (ii) result in the creation or imposition of any Encumbrance upon any of the equity interests of VASCO or upon any of the assets or properties of VASCO; or (iii) assuming the receipt of all Consents listed on Schedule 3.6, (A) result in the termination, amendment or modification of, or give any party the right to terminate, amend, modify, abandon, or refuse to perform any material Contract, License or Permit to which VASCO is a party or by which it, or any of its properties or assets, is bound, or (B) result in the acceleration or modification, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received under any material Contract, License or Permit to which VASCO is a party or by which it, or any of its properties or assets, is bound.
Conflict with other Instruments; Absence of Restrictions. The execution, delivery and performance of this Agreement and each of the Collateral Documents, and the consummation of the Contemplated Transactions, by SSI do not and will not: (i) result in a Default of or under (A) any of the terms of the Organizational Documents of SSI, (B) assuming the receipt of all Governmental Consents listed on Schedule 4.4, any Law, Permit or Order applicable to or binding upon SSI, or (C) assuming the receipt of all Consents from Persons other than Governmental Entities listed on Schedule 4.4, any Contracts or Licenses to which SSI is a party or by which it is bound, or (ii) assuming the receipt of all Consents listed on Schedule 4.4, (A) result in the termination, amendment or modification of, or give any party the right to terminate, amend, modify, abandon, or refuse to perform any material Contract, License or Permit to which SSI is a party or by which it, or any of its properties or assets, is bound, or (B) result in the acceleration or modification, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received under any material Contract, License or Permit to which SSI is a party or by which it, or any of its properties or assets, is bound.
Conflict with other Instruments; Absence of Restrictions. Except as set forth in Schedule 3.5, the execution, delivery and performance of this Agreement and each of the Collateral Documents, and the consummation of the Contemplated Transactions, by the Company do not and will not: (i) result in a Default, of or under (A) any of the terms of the Organizational Documents of the Company, (B) assuming the receipt of all Governmental Consents listed on Schedule 3.6, any Law, Permit or Order applicable to or binding upon the Company, or (C) assuming the receipt of all Required Consents, any Contracts, Permits or Licenses to which the Company is a party or by which any of them are bound; (ii) result in the creation or imposition of any Encumbrance upon any of the equity interests of the Company or upon any of the assets or properties of the Company; or (iii) assuming the receipt of all Required Consents, (A) result in the termination, amendment or modification of, or give any party the right to terminate, amend, modify, abandon, or refuse to perform any Contract, License or Permit to which the Company is a party or by which any of its properties or assets is bound, or (B) result in the acceleration or modification, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received under any Contract, License or Permit to which the Company is a party or by which any of its properties or assets is bound.
Conflict with other Instruments; Absence of Restrictions. The execution, delivery and performance of this Agreement and each of the Collateral Documents to which the Key Stockholder is a party, and the consummation of the Contemplated Transactions by the Key Stockholder, do not and will not: (i) result in a Default, of or under (A) in the case of Distribution Partners or the Xxxxx Xxxxxxxx LLC, any of the terms of the Organizational Documents of either of them, (B) assuming the receipt of all Governmental Consents listed on Schedule 3.7, any Law, Permit or Order applicable to or binding upon the Key Stockholder, or (C) any Contracts, Permits or Licenses to which the Key Stockholder is a party or by which the Key Stockholder is bound; or (ii) result in the creation or imposition of any Encumbrance upon any of the Securities of the Company held by the Key Stockholder.
Conflict with other Instruments; Absence of Restrictions. The execution, delivery and performance of this Agreement and each of the Collateral Documents, and the consummation of the Contemplated Transactions, do not and will not: (i) result in a Default, of or under (A) any of the terms of the Organizational Documents of the Purchaser Constituent Corporation, or (B) any Law, Permit or Order applicable to or binding upon the Purchaser Constituent Corporation; or (ii) result in the creation or imposition of any Encumbrance upon any of the Securities of the Purchaser Constituent Corporation.
Conflict with other Instruments; Absence of Restrictions. The execution, delivery and performance of this Agreement by Buyer and each of the Collateral Documents to which Buyer is a party, and the consummation of the Contemplated Transactions by Buyer do not or will not (i) result in a Default of or under (A) the certificate of incorporation or by-laws, (B) assuming the termination of the waiting period under the HSR Act, any Law, Court Order or Permit applicable to or binding upon Buyer, or any Contracts or Licenses to which Buyer is a party or by which Buyer is bound, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the assets or properties of Buyer, or (iii) result in the termination, amendment or modification of, or give any party the right to terminate, amend, modify, abandon, or refuse to perform any Contract, License or Permit to which Buyer is a party or by which Buyer, or any of its properties or assets, is bound, or result in the acceleration or modification, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed under, or any rights or benefits are to be received under any Contract, License or Permit to which Buyer is a party or by which Buyer, or any of its properties or assets, is bound. 5.4.
Conflict with other Instruments; Absence of Restrictions. The execution, delivery and performance of this Agreement by the Company and Sellers will not contravene any provision of the Company's Articles of Incorporation or bylaws or any documents of incorporation or bylaws of any Subsidiary, as the case may be, and will not result in a breach of, or constitute a default under, any agreement or other document to which the Company, its Subsidiaries or any of the Sellers is a party or by which the Company, its Subsidiaries or any of the Sellers is bound, or any decree, order or rule of any court or Governmental Entity or any provision of applicable law which is binding on the Company, its Subsidiaries or any of the Sellers or on any of the Shares or any of the Company's or its Subsidiaries' assets, or result in the creation or imposition of any mortgage, pledge, lien, charge, assessment, encumbrance, claim or restriction of any nature on any of the Shares or any of the Company's or its Subsidiaries' assets or give to others any interest or rights therein or create in any Third Party the right to modify, terminate or accelerate (or to make a claim for damages in respect of) any instrument or Contract to which the Company, its Subsidiaries or any of the Sellers is a party or by which the Company, its Subsidiaries or any of the Sellers is bound. The Company has complied with all obligations deriving from the "Wet op de ondernemingstaden" (Works Council Act).
Conflict with other Instruments; Absence of Restrictions. Except as set forth on Section 3.5 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and each of the Collateral Documents, and the consummation of the Contemplated Transactions, by the Company and its Subsidiaries does not and will not: (i) result in a Default, of or under (A) any of the terms of the Organizational Documents of the Company or any of its Subsidiaries, (B) assuming the receipt of all Governmental Consents listed on Section 3.6 of the Company Disclosure Schedule, any Law, Permit or Order applicable to or binding upon the Company or its Subsidiaries, or (C) assuming the receipt of all Required Consents, any Contracts, Permits or Licenses to which the Company or its Subsidiaries is a party or by which any of them are bound; (ii) result in the creation or imposition of any Encumbrance upon any of the equity interests of the Company or any of its Subsidiaries or upon any of the assets or properties of the Company or any of its Subsidiaries, other than Permitted Encumbrances; or (iii) assuming the receipt of all Required Consents, (A) result in the termination, amendment or modification of, or give any party the right to terminate, amend, modify, abandon, or refuse to perform any Material Contract, License or Permit to which the Company or any of its Subsidiaries is a party or by which any of them, or any of their properties or assets, are bound, or (B) result in the acceleration or modification, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received under any such Material Contract, License or Permit to which the Company or any of its Subsidiaries is a party or by which any of them, or any of their properties or assets, is bound.
Conflict with other Instruments; Absence of Restrictions. The execution, delivery and performance of this Agreement and each of the Collateral Documents, and the consummation of the Contemplated Transactions, by Parent and Purchaser do not and will not: (i) result in a Default, of or under (A) any of the terms of the Organizational Documents of the Parent or the Purchaser, (B) assuming the receipt of all Governmental Consents listed on Section 5.7 of the Parent Disclosure Schedule, any Law, material permit or Order applicable to or binding upon Parent or Purchaser, or (C) assuming the receipt of all required consents listed on Section 5.7 of the Parent Disclosure Schedule (“Purchaser Required Consents”), any material contract filed with the SEC pursuant to item 601 of Regulation S-K of the Securities Act (“Parent Material Contract”), material permit or Licenses to which the Parent or the Purchaser is a party or by which either of them are bound or (ii) assuming the receipt of all Purchaser Required Consents, (A) result in the termination, amendment or modification of, or give any party the right to terminate, amend, modify, abandon, or refuse to perform any Parent Material Contract, License or material permit to which Parent, Purchaser or any of their Subsidiaries is a party or by which any of them, or any of their properties or assets, are bound, or (B) result in the acceleration or modification, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received under any Parent Material Contract, License or material permit to which Parent, Purchaser or any of their Subsidiaries is a party or by which any of them, or any of their properties or assets, is bound.
