Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR Act, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) result in a Default under any of the terms, conditions or provisions of any Contract to which Parent or any of the Parent Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Material Adverse Effect; or (d) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent or any of the Parent Subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Provident Companies Inc), Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (Textron Inc)
Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by Parent or Newco the Company nor the consummation by Parent and Newco the Company of the transactions contemplated hereby nor compliance by Parent or Newco the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation or Articles of OrganizationIncorporation, as the case may be, or respective By-Laws, Laws of Parent the Company or any of the Parent Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent the Company or any of the Parent Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee New York and such filings and consents Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which Parent the Company or any of the Parent Company Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Company Material Adverse Effect; or (d) assuming the Consents and Permits referred to in this Section 5.4 4.4 are duly and timely obtained or mademade and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to Parent the Company or any of the Parent Company Subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Revere Paul Corp /Ma/), Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (Textron Inc)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco PSA or any of the Merger Subs of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will will: (ai) conflict with or result in any breach of any provision of the respective Certificate applicable declaration of Incorporation trust, articles of incorporation or Articles of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiariesbylaws; (bii) require any Consent of consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR Act, (iiA) pursuant to the applicable requirements of the Exchange Actfederal securities laws and the rules and regulations promulgated thereunder, (iiiB) the filing of the Articles Certificates of Merger pursuant to the MBCL and appropriate documents with CULPA in the relevant authorities of other states in which Parent or any case of the Parent Subsidiaries is authorized Partnership Mergers and the filing of the Certificate of Merger pursuant to do businessthe CGCL and the Maryland Articles pursuant to the Maryland REIT Law in the case of the PSOP Merger, (ivC) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (viiD) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Parent Material Adverse Effectmaterial adverse effect on PSA or the applicable Merger Sub or adversely affect the ability of PSA or the applicable Merger Sub to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract note, license, mortgage, agreement or other instrument or obligation to which Parent PSA or the applicable Merger Sub is a party or any of the Parent Subsidiaries its properties or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are violations, breaches and defaults which, in the aggregate, would not reasonably likely to have a Parent Material Adverse Effectmaterial adverse effect on PSA or the applicable Merger Sub or adversely affect the ability of PSA or the applicable Merger Sub to consummate the transactions contemplated hereby; or (div) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 7.4 are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent PSA or any of the Parent Subsidiaries applicable Merger Sub or to any of their respective properties or assets, except for violations which are would not reasonably likely to in the aggregate have a Parent Material Adverse Effectmaterial adverse effect on PSA or the applicable Merger Sub or adversely affect the ability of PSA or the applicable Merger Sub to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Public Storage Properties LTD), Agreement and Plan of Reorganization (Public Storage Properties Iv LTD), Agreement and Plan of Reorganization (Public Storage Properties v LTD)
Consents and Approvals; No Violation. Neither the execution, execution and ------------------------------------ delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation (or Articles of Organization, as the case may be, other similar documents) or respective By-Laws, Bylaws (or other similar documents) of Parent or any of the Parent Subsidiariesits subsidiaries; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust laws of any state foreign countries, as set forth in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any Section 5.1(f) of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofDisclosure Schedule, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries its subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, in the aggregate, would not reasonably likely to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which would have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 5.1(f) are duly and timely obtained or mademade and the approval by the stockholders of Parent of the amendment to Parent's Certificate of Incorporation to increase parent's authorized capital stock in order to allow for the issuance of Parent Shares by virtue of the Merger and approval of the issuance of the Parent Shares by the stockholders of Parent in accordance with the NNM listing requirements have been obtained, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent Subsidiaries its subsidiaries or to any of their respective assets, except for violations which are would not reasonably likely to in the aggregate have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usweb Corp), Agreement and Plan of Merger (Usweb Corp)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco the Company nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Restated Certificate of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, Laws (or other similar governing documents) of Parent the Company or any of the Parent Subsidiaries; its subsidiaries, (bii) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body, except (iA) in connection with the applicable requirements Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and any other similar and necessary foreign approvals or waiting periods applicable to the Offer or the Merger, (iiB) pursuant to the applicable Securities Act and the Exchange Act or the rules and requirements of the Exchange ActThe American Stock Exchange, (iiiC) the filing of the Articles a certificate of Merger merger (or certificate of ownership and merger) pursuant to the MBCL and appropriate documents with DGCL, (D) filings under the relevant authorities of other states in which Parent or any Industrial Site Recovery Act of the Parent Subsidiaries is authorized to do businessState of New Jersey and the environmental laws of the various states, (ivE) as may be required by any applicable filings under state securities securities, "Blue-Sky" or "blue sky" takeover laws or state takeover laws, (v) in connection with maintaining the filing of appropriate documents with, good standing and approval of, the respective Commissioners of Insurance qualification of the Commonwealth of Massachusetts and Surviving Corporation following the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, Effective Time or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, could not reasonably likely be expected to have individually or in the aggregate when taken together with all such other failures a Parent Material Adverse Effect; (ciii) result in a Default default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract note, license, agreement or other instrument or obligation to which Parent the Company or any of its subsidiaries is a party or by which the Parent Subsidiaries Company, any of its subsidiaries or any of their respective assets may be bound, except for such Defaults defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration) as to which requisite waivers or consents have been obtained prior to the date Shares are first accepted for payment under the Offer or which are in the aggregate could not reasonably likely be expected to have a Parent Material Adverse Effect; or (div) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order order, writ, injunction, decree, judgment, ordinance, statute, rule or Law regulation applicable to Parent or the Company, any of the Parent Subsidiaries its subsidiaries or to any of their respective assetsproperties or businesses, except for violations (other than of orders, writs, injunctions or decrees issued against the Company or any of its subsidiaries or naming the Company or any of its subsidiaries as a party) which are could not reasonably likely be expected to have individually or in the aggregate a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bayer Corp), Agreement and Plan of Merger (Bayer Corp)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate certificate of Incorporation incorporation (or Articles other similar documents) or by-laws (or other similar documents) of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent SubsidiariesParent; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent, except (iA) in connection with the applicable requirements requirements, if any, of the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as xxxxxxx (xxx "XXX ACT"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act), and the NNM, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of foreign countries identified the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofDisclosure Schedule, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent its Material Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.4 SECTION 5.1(g) are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent its Material Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Open Market Inc), Agreement and Plan of Merger (Open Market Inc)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco the Company nor the consummation by Parent and Newco the Company of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation (or Articles of Organization, as the case may be, other similar documents) or respective By-Laws, of Parent Laws (or any other similar documents) of the Parent SubsidiariesCompany or the Subsidiary; (bii) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or any other Person (including without limitation pursuant to the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder), except (iA) in connection with the applicable requirements Securities Exchange Act of 1934, as amended (the HSR "Exchange Act"), and the rules and regulations promulgated thereunder, (ii) pursuant to the applicable requirements of the Exchange Act, (iiiB) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries Company is authorized to do business, (ivC) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the insurance Merger or the transactions contemplated by this Agreement, as set forth in Section 5.1(e) of the Disclosure Schedule, (D) the consents, approvals, orders, authorizations, registrations declarations and filings required under the laws of any state in foreign countries (which consents, if any, it shall be the Company or any obligation of Acquiror to obtain), (E) the approval of the Company Subsidiaries is domiciled or does business or in which Parent or any holders of a majority of the Parent Subsidiaries is domiciled or does businessoutstanding Shares required by the DGCL and the Company's Certificate of Incorporation, (viF) such Consents filings as may be required under with the Laws of Canada or any of the provinces thereof, NASDAQ National Market or (viiG) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Parent Material Adverse EffectEffect with respect to the Company and the Subsidiary or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 5.1(e) of the Disclosure Schedule, result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract note, license, agreement or other instrument or obligation to which Parent the Company or any of the Parent Subsidiaries Subsidiary or any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, in the aggregate, would not reasonably likely to have a Parent Material Adverse EffectEffect with respect to the Company or the Subsidiary or adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (div) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 5.1(e) are duly and timely obtained or mademade and the approval of the Merger and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent the Company or any of the Parent Subsidiaries Subsidiary or to any of their respective assets, except for violations which are would not reasonably likely to in the aggregate have a Parent Material Adverse EffectEffect with respect to the Company and the Subsidiary or adversely affect the ability of the Company to consummate the transactions contemplated hereby. Except as set forth in Section 5.1(e) of the Disclosure Schedule, the Company does not know of any pending or proposed legislation, regulation or order (other than those affecting businesses such as the Company's generally) applicable to the Company or the Subsidiary or to the conduct of the business or operations of the Company or the Subsidiary which, if enacted or adopted, could have a material Adverse Effect with respect to the Company or the Subsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPS Technologies Inc), Agreement and Plan of Merger (SPS Technologies Inc)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco the Company of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificate Articles of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, Laws of Parent the Company or any of the Parent its Significant Subsidiaries; (b) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL BCL and appropriate documents with the relevant authorities of other states in which Parent the Company or any of the Parent Subsidiaries its subsidiaries is authorized to do business, (iv) in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its subsidiaries' real property, if any (collectively, the "Gains Taxes"), (v) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vvi) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the insurance Merger or the transactions contemplated by this Agreement, (vii) such filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any state foreign country in which the Company or any of the Company Subsidiaries is domiciled or does its subsidiaries conducts any business or in which Parent or owns any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofassets, or (viiviii) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not be reasonably likely to to, in the aggregate, have a Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement; (c) except as set forth in Schedule 5.4(c), result in a Default violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract note, license, agreement or other instrument or obligation to which Parent the Company or any of the Parent its Significant Subsidiaries or any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, in the aggregate, would not be reasonably likely to have a Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement; or (d) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or mademade and, with respect to the Merger, the approval of this Agreement by the Company's shareholders has been obtained, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent the Company or any of the Parent Subsidiaries its subsidiaries or to any of their respective assets, except for violations which are would not in the aggregate be reasonably likely to have a Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Schedule 5.4 set forth a correct and complete list of all agreements, leases, contracts, notes, mortgages, indentures, arrangements or other obligations binding upon the Company or any of its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement, except where the failure to obtain such consents or waivers would not in the aggregate be reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Giddings & Lewis Inc /Wi/), Agreement and Plan of Merger (Taqu Inc)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation (or Articles of Organization, as the case may be, other similar documents) or respective Byby-Laws, laws (or other similar documents) of Parent or any of the Parent its Subsidiaries; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and the NNM, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofforeign countries, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, could not reasonably likely to be expected to, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent its Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, could not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.4 5.1(g) are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent its Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, could not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Divine Inc), Agreement and Plan of Merger and Reorganization (Rowecom Inc)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificate Articles of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, respectively, of Parent or any of the Parent SubsidiariesNewco; (b) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR Act, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Articles of Merger pursuant to the MBCL BCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents witha Pre-Merger Notification Form with the German Federal Cartel Office pursuant to the German Act Against Restraints of Competition (the "AARC") and such other filings, consents, approvals, orders, registrations, declarations and approval offilings as may be required under the laws of any foreign country in which Parent or any of its Subsidiaries conducts any business or owns any assets, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and (vi) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the insurance laws of any state in which Merger or the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, transactions contemplated by this Agreement or (vii) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Parent Material Adverse Effect; (c) except as set forth in Schedule 6.4(c), result in a Default violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract note, license, agreement or other instrument or obligation to which Parent or any of the Parent its Significant Subsidiaries or any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, in the aggregate, would not reasonably likely to have a Parent Material Adverse Effect; or (d) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 6.4 are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent Subsidiaries its subsidiaries or to any of their respective assets, except for violations which are would not reasonably likely to in the aggregate have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Giddings & Lewis Inc /Wi/), Agreement and Plan of Merger (Taqu Inc)
Consents and Approvals; No Violation. Neither (a) Except as set forth in Schedule 6.3, and other than obtaining the executionBuyer Required Regulatory Approvals, the Seller Required Consents and the Seller Required Regulatory Approvals, neither the execution and delivery or performance of this Agreement or the Ancillary Agreements by Parent or Newco the Buyer nor the consummation purchase by Parent and Newco the Buyer of the transactions contemplated hereby nor compliance by Parent or Newco with any of Purchased Assets pursuant to this Agreement and the provisions hereof Ancillary Agreements will (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Articles of Organization, as the case may be, Bylaws (or respective By-Laws, of Parent or any other similar governing documents) of the Parent Subsidiaries; Buyer, (bii) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR Act, (ii) pursuant to the applicable requirements of the Exchange Act, or (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) result in a Default default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Parent the Buyer or any of the Parent Subsidiaries its subsidiaries is a party or by which any of their respective its assets may be bound, except for such Defaults defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Material Adverse Effect; obtained, or (div) assuming violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer, and any assets of Buyer. (b) Except for (i) authorizations under Part II of the Consents Federal Power Act required (A) to implement sales under any wholesale sales agreements to be assigned to the Buyer, (B) to acquire, own and operate the jurisdictional Purchased Assets and (C) to sell electricity from the Purchased Assets at wholesale market-based rates, (ii) approval by the FERC, under Part I of the Federal Power Act, of the transfer of the FERC project licenses related to, and necessary to operate, the Hydroelectric Assets, (iii) any MPUC approval necessary for the Sellers to transfer the Purchased Assets in Maine and/or for the Buyer to purchase the Purchased Assets in Maine, and to obtain exempt wholesale generator certification with respect to the Purchased Assets, (iv) the filing by the Buyer and the Sellers required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act, (v) any approval required of the MDEP, the EPA, or other governmental agency pursuant to any Environmental Law, (vi) the acceptance/approval by FERC of the Interconnection Agreement and the Transitional Power Sales Agreement, (vii) certification of Buyer as an exempt wholesale generator pursuant to Section 32 of the Holding Company Act with respect to the Purchased Assets (excluding approvals for sales to Affiliates), (viii) any authorizations or approvals of FERC required to be obtained by Buyer in connection with the HQ Agreements, and (ix) any authorizations or approvals of the SEC or FERC required for Buyer to acquire, own and operate the Purchased Assets without causing Buyer's parent, PP&L Resources, Inc., to become subject to registration under the Holding Company Act (the filings and approvals referred to in this Section 5.4 clauses (i) through (ix) are duly and timely obtained collectively referred to as the "Buyer Required Regulatory Approvals"), no declaration, filing or maderegistration with, violate or notice to, or authorization, consent or approval of any Order governmental or Law applicable to Parent regulatory body or any authority is necessary for the consummation by the Buyer of the Parent Subsidiaries transactions contemplated hereby or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effect.by the Ancillary Agreements. 6.4
Appears in 1 contract
Samples: Asset Purchase Agreement (Bangor Hydro Electric Co)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco the Company nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Articles Bylaws (or other similar governing documents) of Organization, as the case may be, or respective By-Laws, of Parent Company or any of the Parent its Subsidiaries; , (b) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, except (i) in connection with the applicable requirements of the HSR Actagency, (ii) pursuant commission, tribunal or body, or non-governmental regulating body to the applicable requirements extent that the rules, regulations or orders of such body are binding upon the Company or otherwise have the effect of law (a "Governmental Entity") except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HXX Xxx"), xxx xxxlicable non-U.S. laws regulating competition or antitrust, the Exchange Act, (iii) the filing of DGCL, the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities "takeover" or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts various states and the States applicable provisions of Delaware laws relating to the regulation of banks, broker-dealers and Tennessee investment advisers and such filings the rules and consents as may be required under the insurance laws requirements of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessself-regulatory organization, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) require any consent, waiver or approval or result in a Default default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Contract note, license, agreement, contract, indenture or other instrument or obligation to which Parent the Company or any of its Subsidiaries is a party or by which the Parent Company or any of its Subsidiaries or any of their respective assets may be bound, bound except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Material Adverse Effect; or the lease covering 10 Exchange Place, Jersey City, New Jersey, (d) assuming result in the Consents referred to in this Section 5.4 are duly and timely obtained creation ox xxxxxxxxxx xx xxx xxxxxxxx, xxxx, xxxxxx, xxxrge, security interest or made, violate encumbrance of any Order or Law applicable to Parent kind on any asset of the Company or any of the Parent its Subsidiaries or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assetsassets are bound, except in the case of (b), (c) and (d) for violations which are not any of the foregoing that would not, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse EffectEffect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco National City nor the consummation by Parent and Newco National City of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificate its certificate of Incorporation incorporation or Articles by-laws of OrganizationNational City, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory authorityor administrative agency or commission, domestic or foreign (a "Governmental Entity"), except (i) in connection with pursuant to the applicable requirements Securities Exchange Act of 1934, as amended (the HSR "Exchange Act"), (ii) filing the Delaware Certificate of Merger and Certificate of Designation pursuant to the applicable requirements of the Exchange ActDGCL, (iii) filing the filing Ohio Certificate of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do businessMerger, (iv) filings required under the securities or blue sky laws of the various states, (v) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (vi) filings with, and approval by, the Federal Reserve Board (the "FRB"), (vii) filings with, and approvals by, the Ohio Superintendent of Financial Institutions and such other state regulatory agencies (including, but not limited to, other state bank and insurance regulatory agencies) as may be required by (collectively, the "State Entities"), (viii) filings and approvals pursuant to any applicable state securities or "blue sky" laws or state takeover lawslaw, (vix) any consents, authorizations, approvals, filings or exemptions in connection with compliance with applicable provisions of federal and state securities laws relating to the filing regulations of appropriate documents broker-dealers, investment advisers or transfer agents, (x) any filings with, approvals by and approval of, notifications pursuant to the respective Commissioners of Insurance rules and regulations of the Commonwealth National Association of Massachusetts and Securities Dealers (the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof"NASD"), or (viixi) where consents, approvals, authorizations, permits, filings or notifications which, if not obtained or made will not, individually or in the failure to obtain such Consents is not reasonably likely to aggregate, have a Parent Material Adverse Effect; (c) result in a Default under any of the terms, conditions or provisions of any Contract to which Parent or any of the Parent Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Material Adverse Effect; or (d) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent or any of the Parent Subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wayne Bancorp Inc /Oh/)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco the Company of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation (or Articles of Organization, as the case may be, other similar documents) or respective By-Laws, Laws (or other similar documents) of Parent the Company or any of the Parent Subsidiariesits subsidiaries; (bii) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries Company is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the insurance Merger or the transactions contemplated by this Agreement, (F) the consents, approvals, orders, authorizations, registrations, declarations and filings required under the laws of any state foreign countries, as set forth in which the Company or any Section 5.1(e) of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, Disclosure Schedule or (viiG) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Parent Material Adverse EffectEffect or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 5.1(e) of the Company Disclosure Schedule, result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract note, license, agreement or other instrument or obligation to which Parent the Company or any of the Parent Subsidiaries its subsidiaries or any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, in the aggregate, would not reasonably likely to have a Parent Material Adverse EffectEffect or adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (div) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 5.1(e) are duly and timely obtained or mademade and the approval of the Merger and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent the Company or any of the Parent Subsidiaries its subsidiaries or to any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or adversely affect the ability of the Company to consummate the transactions contemplated hereby. Except as set forth in Section 5.1(e) of the Company Disclosure Schedule, the Company does not know of any pending or proposed legislation, regulation or order (other than those affecting businesses generally) applicable to the Company or any of its subsidiaries or to the conduct of the business or operations of the Company or any of its subsidiaries which, if enacted or adopted, could have a material adverse effect on the Company or any of its subsidiaries. As of the date hereof, none of the Company or any of its subsidiaries are subject to any laws governing lending or factoring businesses. Except as set forth in Section 5.1(e) of the Company Disclosure Schedule, (x) neither the Company nor any of its subsidiaries has ceased doing business in any country which has a value-added or similar tax and where the Company or any such subsidiary previously conducted business and (y) the Company and its subsidiaries are not reasonably likely prohibited from conducting business, as presently conducted, in any place in the world which has a value-added or similar tax where the Company and its subsidiaries conduct business or are (as described in Section 5.1(e) of the Company Disclosure Schedule) considering conducting business. Section 5.1(e) of the Company Disclosure Schedule also contains true, correct and complete copies of studies prepared for the Company by Price Waterhouse and Ernst & Young. To the actual knowledge of the Company (without independent verification), the information contained in such studies with respect to have a Parent Material Adverse Effect.those 8
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cuc International Inc /De/)
Consents and Approvals; No Violation. Neither No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the execution, Company or any of its Subsidiaries in connection with the execution and delivery or performance of this Agreement by Parent or Newco nor the Company, is necessary for the consummation by Parent and Newco of the Merger and the other transactions contemplated hereby nor compliance by Parent this Agreement or Newco with any will be necessary to allow the Surviving Corporation and its Subsidiaries to operate the business of the provisions hereof will (a) conflict with or result Company and its Subsidiaries in any breach of any provision of substantially the respective Certificate of Incorporation or Articles of Organization, same manner as operated immediately prior to the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authorityMerger, except (i) in connection with the applicable requirements filing of a premerger notification and report form by Parent under the HSR ActAct and such filings as are required under the EC Merger Regulation, and under the respective antitrust statutes in Brazil and Mexico and other applicable jurisdictions, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Articles Certificate of Merger pursuant to with the MBCL Filing Office and appropriate documents with the relevant authorities of other states states, if any, specified in which Parent or any Section 3.4 of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state Company Letter in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings as may be required in connection with the taxes described in Section 5.10, (iv) pursuant to applicable requirements, if any, of Blue Sky Laws and the NYSE, (v) the filing with the SEC by the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, Proxy Statement/ Prospectus and of such reports as may be required by the Exchange Act in connection with this Agreement and the transactions contemplated hereby and (vi) such Consents other filings, approvals, orders, notices, registrations, declarations and consents under applicable state takeover or similar laws, and any applicable state environmental laws or laws with respect to the ownership by a foreign entity of real property, but with respect to this clause (vi), only as may be required under specified in Section 3.4 of the Laws Company Letter. Neither the execution, delivery and performance of Canada this Agreement nor the consummation of the transactions contemplated hereby will (with or without notice or lapse of time, or both) result in any violation of, or default or the loss of a material benefit under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any Lien upon, any of the properties, assets or operations of the Company or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) result in a Default its Subsidiaries under any provision of (i) the Company Articles of Incorporation or Bylaws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organization documents of any Contract Subsidiary of the Company, (iii) any loan or credit agreement, note, bond, mortgage, indenture, license, lease, contract, agreement (other than stock option agreements under the Company Stock Plans, which provide for accelerated vesting of the underlying options upon the Effective Time, the Pension Plan for Outside Directors, the Deferred Compensation Plan, the Supplemental Retirement Plan and the Deferred Director Fee Plan, each of which plans accelerates or could accelerate payment after the Effective Time) or other instrument, permit, concession, franchise or obligation to which Parent the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected or (iv) any judgment, order, writ, injunction, decree, law, statute, rule or regulation applicable to the Parent Company or any of its Subsidiaries or any of their respective properties, assets may be boundor operations, except other than, in the case of clauses (iii) or (iv), for such Defaults as to which requisite waivers violations, defaults, losses, rights (including rights of acceleration of payments or consents have been obtained vesting) or which Liens that are specified in Section 3.4 of the Company Letter and that, individually and in the aggregate, would not reasonably likely to prevent, delay or impair the consummation of the Merger in any respect and would not have a Parent Company Material Adverse Effect; Effect or (d) assuming materially impact the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent or any ability of the Parent Subsidiaries or Company to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effectperform its obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magna International Inc)
Consents and Approvals; No Violation. Neither Except as set forth in Section 4.07 of the executionParent Disclosure Letter, the execution and delivery or performance by each of this Agreement by the Parent or Newco nor the Sub of the Transaction Documents to which they are a party and the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof such -19- Transaction Documents will not (ai) conflict with or result in any breach of any provision of the respective Certificate Certificates of Incorporation or Articles Bylaws (or other similar governing documents) of Organizationthe Parent, as the case may be, or respective By-Laws, of Parent Sub or any of the Parent their Subsidiaries; (bii) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the HSR Act, (iiB) pursuant to the applicable requirements of Securities Act or the Exchange Act, (iiiC) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any requirements of the Parent Subsidiaries is authorized to do businessDGCL, (ivD) as may be required by any applicable filings under state securities securities, blue sky or "blue skytakeover" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, and approval ofapprovals, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such authorizations or filings and consents as may be required under the insurance laws of any state in which jurisdictions outside the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessUnited States, (viF) such Consents as may be consents, approvals, authorizations, permits, filings or notifications required under the Laws of Canada by local, state and federal regulatory agencies, commissions, boards or any of the provinces thereof, public authorities with jurisdiction over health care facilities and providers or (viiG) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Parent Material Adverse EffectEffect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by the Transaction Documents; (ciii) result in a Default default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract note, license, agreement or other instrument or obligation to which the Parent or the Sub or any of the Parent their Subsidiaries is a party or by which any of its Subsidiaries or any of their respective assets may be bound, except for such Defaults defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are would not reasonably likely to have a Parent Material Adverse EffectEffect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by Transaction Documents; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Parent or the Sub or any of their Subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated hereby by the Transaction Document; or (dv) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute (including, without limitation, state laws governing "business combinations," "moratorium," "control share," or Law other state antitakeover statutes or regulations), rule or regulation applicable to Parent the Parent, the Sub or any of the Parent their Subsidiaries or to any of their respective assets, except for violations which are would not reasonably likely to in the aggregate have a Parent Material Adverse EffectEffect on the Parent or the Sub or have a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by the Transaction Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Paragon Health Network Inc)
Consents and Approvals; No Violation. Neither Except as set forth in Section 4.07 of the executionParent Disclosure Letter, the execution and delivery or performance by each of this Agreement by the Parent or Newco nor the Sub of the Transaction Documents to which they are a party and the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof such Transaction Documents will not (ai) conflict with or result in any breach of any provision of the respective Certificate Certificates of Incorporation or Articles Bylaws (or other similar governing documents) of Organizationthe Parent, as the case may be, or respective By-Laws, of Parent Sub or any of the Parent their Subsidiaries; (bii) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the HSR Act, (iiB) pursuant to the applicable requirements of Securities Act or the Exchange Act, (iiiC) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any requirements of the Parent Subsidiaries is authorized to do businessDGCL, (ivD) as may be required by any applicable filings under state securities securities, blue sky or "blue skytakeover" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, and approval ofapprovals, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such authorizations or filings and consents as may be required under the insurance laws of any state in which jurisdictions outside the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessUnited States, (viF) such Consents as may be consents, approvals, authorizations, permits, filings or notifications required under the Laws of Canada by local, state and federal regulatory agencies, commissions, boards or any of the provinces thereof, public authorities with jurisdiction over health care facilities and providers or (viiG) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Parent Material Adverse EffectEffect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by the Transaction Documents; (ciii) result in a Default default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract note, license, agreement or other instrument or obligation to which the Parent or the Sub or any of the Parent their Subsidiaries is a party or by which any of its Subsidiaries or any of their respective assets may be bound, except for such Defaults defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are would not reasonably likely to have a Parent Material Adverse EffectEffect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by Transaction Documents; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Parent or the Sub or any of their Subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated hereby by the Transaction Document; or (dv) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute (including, without limitation, state laws governing "business combinations," "moratorium," "control share," or Law other state antitakeover statutes or regulations), rule or regulation applicable to Parent the Parent, the Sub or any of the Parent their Subsidiaries or to any of their respective assets, except for violations which are would not reasonably likely to in the aggregate have a Parent Material Adverse EffectEffect on the Parent or the Sub or have a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by the Transaction Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mariner Health Group Inc)
Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent Except as set ------------------------------------ forth on Schedule 3.05 hereto and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will except for (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR ------------- Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and -------------- the rules and regulations thereunder (the "Exchange Act"), including the filing ------------ with and clearing by the United States Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Company Stockholders Meeting (as ---- defined in Section 5.02 hereof) and the Parent Stockholders Meeting (as defined in Section 6.04 hereof), as amended or supplemented from time to time (the "Proxy Statement"), (iib) pursuant to the applicable requirements filing of a Pre-Merger Notification and Report Form ---------------- by the Company and the expiration or termination of the Exchange waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR --- Act"), (iiic) the filing of the Articles Certificate of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do businessas required by New York Law, (ivd) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the insurance laws of any state in which Transaction, (e) filing with the Company or any American Stock Exchange and the SEC with respect to the delisting and deregistration of the shares of Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, Common Stock and (vif) such Consents consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under public utility, telecommunication or payphone laws, rules or regulations of any state or municipality or under the Laws corporation, takeover or blue sky laws of Canada various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by the Company of the -------------------- Transaction. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provinces thereofprovisions hereof will (i) conflict with or result in any violation of any provision of the certificate of incorporation, as amended, or bylaws of the Company or any Subsidiary, (viiii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) except as set forth on Schedule 3.05, result in a Default under violation or breach of, or ------------- constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Parent the Company or any Subsidiary is a party or by which any of the Parent Subsidiaries them or any of their respective properties or assets may be bound, except for such Defaults as to which requisite waivers or or, (iii) assuming that all filings, consents and approvals contemplated by the first sentence of this Section 3.05 have been obtained or which are shall have been made or obtained, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not reasonably likely be expected to have a Parent Company Material Adverse Effect; Effect or (d) assuming impair materially the Consents referred Company's ability to in this Section 5.4 are duly and timely obtained perform its obligations hereunder or made, violate any Order prevent or Law applicable to Parent or any materially delay the consummation of the Parent Subsidiaries Transaction. The New York Security Takeover Disclosure Act (Section 1600 et seq. of the New York Law) does not apply to the -- --- execution and delivery of this Agreement or to any the consummation of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effectthe Merger and the other transactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco the Company of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificate Articles of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, Laws of Parent the Company or any of the Parent Subsidiariesits subsidiaries; (b) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL WBCL and appropriate documents with the relevant authorities of other states in which Parent the Company or any of the Parent Subsidiaries its subsidiaries is authorized to do business, (iv) in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its subsidiaries' real property, if any (collectively, the "Gains Taxes"), (v) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vvi) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the insurance Merger or the transactions contemplated by this Agreement, or (vii) such filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any state foreign country in which the Company or any of the Company Subsidiaries is domiciled or does its subsidiaries conducts any business or in which Parent or owns any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effectassets; (c) except as set forth in Schedule 5.4(c), result in a Default under any of the termsviolation or breach of, conditions or provisions of any Contract to which Parent constitute (with or any of the Parent Subsidiaries without due notice or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Material Adverse Effect; or (d) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent or any of the Parent Subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effect.lapse
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medalist Industries Inc)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate certificate of Incorporation incorporation (or Articles other similar documents) or by-laws (or other similar documents) of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent SubsidiariesParent; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent, except (iA) in connection with the applicable requirements requirements, if any, of the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amexxxx (xxx "XXX XXT"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act), and the NNM, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of foreign countries identified the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofDisclosure Schedule, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent its Material Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.4 SECTION 5.1(g) are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent its Material Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco Except as set ------------------------------------ forth in Section 3.05 of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will PhoneTel Disclosure Letter and except for (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), including the filing ------------ with and clearing by the SEC of a joint proxy statement relating to the PhoneTel Stockholders Meeting and the Davel Stockholders Meeting, as amended or supplemented from time to time (the "Proxy Statement"), (b) the filing of a --------------- Pre-Merger Notification and Report Form by PhoneTel and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iiic) the filing of the Articles ------- PhoneTel Certificate of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do businessas required by Ohio Law, (ivd) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the insurance laws of any state in which Transaction, (e) filings with the Company or any American Stock Exchange and the SEC with respect to the delisting and deregistration of the Company Subsidiaries is domiciled or does business or in which Parent or any shares of the Parent Subsidiaries is domiciled or does business, PhoneTel Common Stock and (vif) such Consents consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required by state public utility or public service commissions or under the Laws corporation, takeover or blue sky laws of Canada various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by PhoneTel of the ------------------- Transaction. Neither the execution and delivery of this Agreement by PhoneTel nor the consummation by PhoneTel of the Transaction, nor compliance by PhoneTel with any of the provinces thereofprovisions hereof, will (i) conflict with or result in any violation of any provision of the articles of incorporation or bylaws, or comparable organizational documents, of PhoneTel or any PhoneTel Subsidiary, (viiii) where except as set forth in Section 3.05 of the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) PhoneTel Disclosure Letter, result in a Default under violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which PhoneTel or any PhoneTel Subsidiary is a party or by which any of the terms, conditions or provisions of any Contract to which Parent or any of the Parent Subsidiaries them or any of their respective properties or assets may be bound, except for such Defaults as or, (iii) subject to which requisite waivers the governmental filings and other matters referred to above in this Section 3.05, violate any Federal, state, local or consents have been obtained foreign order, writ, injunction, decree, statute, rule or which are regulation applicable to PhoneTel, any PhoneTel Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not reasonably likely be expected to have a Parent PhoneTel Material Adverse Effect; Effect or (d) assuming impair materially PhoneTel's ability to perform its obligations hereunder or prevent or materially delay the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent or any consummation of the Parent Subsidiaries Transaction. The Ohio Control Share Acquisition Act (Section 1701.831 et seq. of the Ohio Law) does -- --- not apply to the execution and delivery of this Agreement or to any the consummation of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effectthe Transaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Davel Communications Group Inc)
Consents and Approvals; No Violation. Neither Except for the executionapplicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, ax xxxxxxx xxx xxx rules and regulations thereunder (the "HSR Act"), to the knowledge of each of the Seller, the Parent and MTI, respectively, there is no requirement applicable to the Seller, the Parent or MTI to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to (i) the lawful consummation by the Seller, the Parent or MTI of the transactions contemplated by this Agreement or (ii) the lawful consummation by the Parent of the transactions contemplated by the Indemnification Agreement. Except as set forth in Schedule 3.3, neither the execution and delivery or performance of this Agreement by the Seller, the Parent or Newco and MTI (and of the Indemnification Agreement by the Parent) nor the consummation by the Seller, the Parent and Newco MTI of the transactions contemplated hereby (and by the Parent of the transactions contemplated by the Indemnification Agreement) nor compliance by the Seller, the Parent or Newco and MTI with any of the provisions hereof (and by the Parent with any of the provisions of the Indemnification Agreement) will (ai) conflict with or result in any breach of any provision the certificate of limited partnership or the limited partnership agreement of the respective Seller or the Certificate of Incorporation or Articles By-laws of Organizationthe Seller or MTI, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR Act, (ii) pursuant to the applicable requirements knowledge of the Exchange ActSeller, (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) MTI result in a Default under breach of or default, or give rise to any right of termination, cancellation or acceleration under, any material note, bond, mortgage, indenture, license, agreement, lease or other similar instrument or obligation to which the Seller the Parent or MTI is a party or by which any of the terms, conditions its properties or provisions of any Contract to which Parent or any of the Parent Subsidiaries or any of their respective assets may be bound, except for such Defaults breaches or defaults (or, rights of termination cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Material Adverse Effect; obtained, or (diii) assuming compliance with the Consents referred HSR Act, to in this Section 5.4 are duly the knowledge of the Seller and timely obtained or madeMTI, violate any Order material order, judgment, writ, injunction, decree, statute, rule or Law regulation applicable to the Seller, the Parent MTI, the Business or any of the Parent Subsidiaries Assets, excluding from the foregoing clauses (ii) and (iii) such breaches, defaults, rights of termination, cancellation or to any of their respective assets, except for acceleration and violations which are would not reasonably likely to have a Parent Business Material Adverse Effect.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Dow Jones & Co Inc)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Recapitalization Agreement by Parent or Newco nor the consummation by Parent and Newco the Company of the transactions contemplated hereby hereby, nor compliance by Parent or Newco the Company with any of the term or provisions hereof hereof, will (ai) conflict with or result in any breach of violate any provision of the respective Restated Certificate of Incorporation, as to be amended in accordance with the terms and conditions hereof, or the Amended and Restated Bylaws of the Company; (ii) require any consent, approval, authorization or permit of, or registration, declaration or filing with or notification to, any Governmental Entity, except for (a) (i) the filing by the Company with the Commission of a proxy statement in definitive form relating to the Company Stockholders Meeting (the "Proxy Statement") and (ii) the filing by the Company with the Commission of a registration statement on Form S-1 (the "S-1") in accordance with the terms and conditions of the Registration Rights Agreement and the order by the Commission declaring the effectiveness of the S-1, (b) the filing with the Secretary of State of the State of Delaware of the amendment to the Restated Certificate of Incorporation or Articles and the Certificate of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR ActDesignation, (iic) pursuant such filings and approvals as are required to be made or obtained under the applicable requirements of the Exchange Act, (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover lawsof various states in connection with the issuance of the Common Shares and Preferred Shares pursuant to this Agreement, (vd) the Stockholders Approval, (e) the filing by the Company of appropriate documents withan application with the AMEX for the listing on the AMEX of the Common Shares, (f) the notification from AMEX that the Common Shares have been approved for listing, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vig) such Consents as may be required under the Laws of Canada consents, approvals, authorizations, permits, filings or any of the provinces thereof, or (vii) notifications where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, could not in the aggregate reasonably likely be expected to have a Parent Material Adverse EffectEffect or adversely affect the ability of the Company to consummate the transactions contemplated hereby or which are otherwise obtained on or prior to the Consummation Date; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to either a right of termination, cancellation or acceleration of a Lien) under any of the terms, conditions or provisions of any Contract material note, license, agreement or other instrument or obligation to which Parent the Company or any of the Parent Subsidiaries or any of their respective assets Company Subsidiary may be bound, which would in the aggregate reasonably be expected to have a Material Adverse Effect, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or Lien) as to which requisite waivers or consents have been or will be obtained on or which are not reasonably likely prior to have a Parent Material Adverse Effectthe Consummation Date; or (div) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent Subsidiaries or to any of their respective assetsCompany, except for violations which are would not in the aggregate reasonably likely be expected to have a Parent Material Adverse EffectEffect or adversely affect the ability of the Company to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Recapitalization Agreement (Darling International Inc)
Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent Except as set forth on Schedule 3.05 hereto and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will except for (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), including the filing with and clearing by the United States Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.02 hereof) and the Parent Stockholders Meeting (as defined in Section 6.04 hereof), as amended or supplemented from time to time (the "Proxy Statement"), (b) the filing of a Pre-Merger Notification and Report Form by the Company and the expiration or termination of the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iiic) the filing of the Articles Certificate of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do businessas required by New York Law, (ivd) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the insurance laws of any state in which Transaction, (e) filing with the Company or any American Stock Exchange and the SEC with respect to the delisting and deregistration of the shares of Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, Common Stock and (vif) such Consents consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under public utility, telecommunication or payphone laws, rules or regulations of any state or municipality or under the Laws corporation, takeover or blue sky laws of Canada various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by the Company of the provinces thereof, or (vii) where Transaction. Neither the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) result in a Default under any execution and delivery of this Agreement by the Company nor the consummation by the Company of the terms, conditions or provisions of any Contract to which Parent or any of the Parent Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Material Adverse Effect; or (d) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent or any of the Parent Subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effect.transactions contemplated hereby nor compliance by the
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peoples Telephone Company Inc)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement nor the performance by Parent or Newco the Company (and its subsidiaries) of its obligations herein nor the consummation by Parent and Newco the Company of the transactions contemplated contem plated hereby nor compliance by Parent or Newco with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, Laws of Parent the Company or any of the Parent Subsidiariesits subsidiaries; (b) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or any other person or entity, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improve ments Act of 1976, as amended (the "HSR ActACT"), (ii) pursuant to the applicable requirements require ments of the Exchange Act, (iii) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which Parent the Company or any of the Parent Subsidiaries its subsidiaries is authorized to do business, (iv) required filings with and notifications to the New York Stock Exchange (the "NYSE") or, (v) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) except as set forth in Schedule 4.4(c), result in a Default under violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration or lien or other charge or encum brance) under, or give rise to any purchase or put right or other imposition of any obliga tion or loss of any benefit under, any of the terms, conditions or provisions of any Contract note, permit, concession, franchise, license, agreement or other instrument or obligation to which Parent the Company or any of the Parent Subsidiaries its subsidiaries or any of their respective assets may be boundbound (any of the foregoing, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Material Adverse Effect; "CONTRACT"), or (d) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 4.4 are duly and timely obtained or mademade and, with respect to the Merger, the approval of this Agreement by the Company's stockholders has been obtained, violate any Order order, writ, injunction, decree, law, statute, rule or Law regulation applicable to Parent the Company or any of the Parent Subsidiaries its subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to in the case of clauses (b), (c) and (d), as would not, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will Except for (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), including the filing with and clearing by the United States Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.02 hereof), as amended or supplemented from time to time (the "Company Proxy Statement"), (b) the filing of a Pre-Merger Notification and Report Form by the Company and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iiic) the filing of the Articles Certificate of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do businessas required by Delaware Law, (ivd) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the insurance laws of any state in which Merger or the Company or any transactions contemplated by this Agreement, (e) filing with the NYSE and the SEC with respect to the delisting and deregistration of the shares of Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, Common Stock and (vif) such Consents consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the Laws corporation, takeover or blue sky laws of Canada various states of the United States and jurisdictions outside the United States, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provinces thereofprovisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (cii) result in a Default under violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Parent the Company or any Subsidiary is a party or by which any of the Parent Subsidiaries them or any of their respective properties or assets may be bound, except for such Defaults as or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to which requisite waivers the Company, any Subsidiary or consents have been obtained any of their properties or which are assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse Effect; or (d) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent or any of the Parent Subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Delta & Pine Land Co)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation (or Articles of Organization, as the case may be, other similar documents) or respective Byby-Laws, laws (or other similar documents) of Parent or any of the Parent its Subsidiaries; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and the NNM, (iiiC) the filing of the Articles Certificates of Merger pursuant to the MBCL DGCL and the GBCC and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofforeign countries, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, could not reasonably likely to be expected to, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent its Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, could not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.4 5.1(g) are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent its Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, could not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate certificate of Incorporation incorporation (or Articles of Organization, as the case may be, other similar documents) or respective By-Laws, bylaws (or other similar documents) of Parent or any of the Parent its Material Subsidiaries; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Material Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX XXX"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Shareholders Voting Agreement in accordance with the Exchange Act), and the NNM, (iiiC) the filing of the Articles of Merger pursuant to the MBCL TBCA and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust or competition laws of any state foreign countries identified in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofDisclosure Schedule, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent its Material Subsidiaries is a party or by which any of their respective assets may be boundbound (or, with respect to Subsidiaries other than Material Subsidiaries, that would reasonably be expected to have a Material Adverse Effect on Parent), except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are that, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect that, individually or in the aggregate, would reasonably be 11 expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.4 SECTION 5.1(g) are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent its Material Subsidiaries or to any of their respective assets, except for violations which are that, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the generality or effect of the foregoing, on or prior to the date of this Agreement, Parent has obtained the consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent and delivered a copy of such consent to the Company.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance by InfoAccess and the Significant Shareholders of this Agreement by Parent or Newco nor the consummation by Parent InfoAccess and Newco the Significant Shareholders of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will shall (ai) conflict with or result in any breach of any provision of the respective Certificate Articles of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, Laws of Parent or any of the Parent SubsidiariesInfoAccess; (bii) require any Consent of consent, approval, authorization, or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with filings by IntraNet Solutions under the applicable requirements of the HSR ActSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (ii) pursuant to the applicable requirements of the "Securities Exchange Act"), the Nasdaq National Market and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (iiithe "Securities Act") and applicable state securities laws, and (B) the filing of the Merger Articles of Merger pursuant to the MBCL WBCA and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries InfoAccess is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (ciii) result in a Default under violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under, any of the terms, conditions conditions, or provisions of any note, license, agreement, Listed Contract (as defined in Section 5.1(x)), or other instrument or obligation to which Parent InfoAccess or any of the Parent Subsidiaries Significant Shareholders or any of their respective assets may be bound, except as set forth on Schedule 5.1(f) or except for such Defaults violations, breaches, and defaults (or rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are such as would not reasonably likely to have a Parent Material Adverse Effectmaterial adverse effect on InfoAccess; or (div) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 5.1(f) are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule, or Law regulation applicable to Parent InfoAccess or any of the Parent Subsidiaries Significant Shareholders or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intranet Solutions Inc)
Consents and Approvals; No Violation. Neither the execution, execution ------------------------------------ and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate certificate of Incorporation incorporation (or Articles of Organization, as the case may be, other similar documents) or respective By-Laws, bylaws (or other similar documents) of Parent or any of the Parent its Material Subsidiaries; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Material Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the ------- applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the -------------- Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") (including a Schedule 13D with ------------ regard to the Shareholders Voting Agreement in accordance with the Exchange Act), and the NNM, (iiiC) the filing of the Articles of Merger pursuant to the MBCL TBCA and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust or competition laws of any state foreign countries identified in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofDisclosure Schedule, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent its Material Subsidiaries is a party or by which any of their respective assets may be boundbound (or, with respect to Subsidiaries other than Material Subsidiaries, that would reasonably be expected to have a Material Adverse Effect on Parent), except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are that, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.4 5.1(g) are duly and timely -------------- obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent its Material Subsidiaries or to any of their respective assets, except for violations which are that, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the generality or effect of the foregoing, on or prior to the date of this Agreement, Parent has obtained the consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM Technologies International, inc. and certain principal officers of Parent and delivered a copy of such consent to the Company.
Appears in 1 contract
Consents and Approvals; No Violation. Neither Except for applicable requirements of the executionXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the "HSR Act"), there is no requirement applicable to Seller or the Company to make any filing with, or to obtain any permit, authorization, consent or approval of, any court of competent jurisdiction, regulatory authority or other public body, federal, state or local domestic or foreign (a "Governmental Entity") as a condition to the lawful consummation by Seller of the transactions contemplated by this Agreement, except where the failure to make any such filing or obtain any such permit, authorization, consent or approval would not have a Material Adverse Effect. Except as set forth in Section 2.4 of the Disclosure Schedule and except for applicable requirements of the HSR Act, neither the execution and delivery or performance of this Agreement by Parent or Newco Seller, nor the consummation by Parent and Newco Seller of the transactions contemplated hereby hereby, nor compliance by Parent or Newco Seller with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate certificate of Incorporation incorporation or Articles bylaws of OrganizationSeller, as Flavors or the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR ActCompany, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) result in a Default breach of, or default under (or give rise to any right of termination, cancellation or acceleration under), any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Parent Seller, the Company or any of the Parent Subsidiaries Subsidiary is a party, or by which any of their respective businesses, properties or assets may be bound, except for such Defaults breaches or defaults (or rights of termination, cancellation or acceleration) set forth in Section 2.4 of the Disclosure Schedule as to which requisite waivers or consents have been obtained or will be obtained prior to the Closing Date, or (iii) violate any order, judgment, writ, injunction, decree, statute, rule or regulation applicable to Seller, the Company or the Company's assets or properties of the Company or any Subsidiary, except for such violations which are would not reasonably likely to have a Parent Material Adverse Effect; . Except as set forth in Section 2.4 of the Disclosure Schedule, there is no Proceeding (as defined below) pending or, to the knowledge of the Company or (d) assuming Seller, threatened against Seller, Flavors, the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent Company or any Subsidiary that seeks to prevent the consummation of the Parent Subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effecttransactions contemplated hereby.
Appears in 1 contract
Samples: Stock and VSR Purchase Agreement (Mafco Consolidated Group Inc)
Consents and Approvals; No Violation. Neither Except for applicable requirements of the executionHSR Act, there is no requirement applicable to PCT or Purchaser to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by PCT or Purchaser of the transactions contemplated hereby. Except for applicable requirements of the HSR Act, neither the execution and delivery or performance of this Agreement by Parent PCT or Newco Purchaser, nor the consummation by Parent and Newco PCT or Purchaser of the transactions contemplated hereby hereby, nor compliance by Parent PCT or Newco Purchaser with any of the provisions hereof will (ai) conflict with or result in any a breach of any provision of the respective Certificate certificate of Incorporation incorporation or Articles bylaws of Organization, as the case may be, PCT or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR ActPurchaser, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) result in a Default breach of, or default under (or give rise to any right of termination, cancellation or acceleration under), any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Parent PCT or any of the Parent Subsidiaries Purchaser is a party or by which any of their respective properties or assets may be bound, except for such Defaults breaches or defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Closing Date or (iii) violate any order, judgment, writ, injunction, decree, statute, rule or regulation applicable to it or its properties or assets except for such violations which are would not reasonably likely to have a Parent Material Adverse Effect; material adverse effect on (x) the business, properties, results of operations or financial or other conditions of PCT and Purchaser, taken as a whole, or (dy) assuming on the Consents referred ability of PCT or Purchaser to consummate the transactions contemplated hereby. Except as set forth in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent or any of the Parent Subsidiaries Disclosure Schedule, there is no Proceeding pending or, to the best knowledge of PCT and Purchaser, threatened against PCT or Purchaser that seeks to any prevent the consummation of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effectthe transactions contemplated hereby.
Appears in 1 contract
Samples: Stock and VSR Purchase Agreement (Mafco Consolidated Group Inc)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco the Company nor the consummation by Parent and Newco the Company of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificate Articles of Incorporation or Articles certificate of Organizationincorporation, as the case may be, or respective By-Laws, Laws of Parent the Company or any of the Parent its Subsidiaries; (b) except as set forth on Section 3.4(b) of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL MGCL and appropriate documents with the relevant authorities of other states in which Parent the Company or any of the Parent its Subsidiaries is authorized to do businessbusiness all of which states are set forth on Section 3.4(b)(iii) of the Company Disclosure Schedule, (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents withsuch filings, consents, approvals, orders, registrations and approval of, the respective Commissioners of Insurance declarations of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents Company as may be required under the insurance laws of any state in which the Company Germany or any of the Company Subsidiaries is domiciled other relevant foreign country or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably likely to have a Parent Company Material Adverse Effect; (c) except as set forth on Section 3.4(c) of the Company Disclosure Schedule, result in a Default violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract note, license, agreement or other instrument or obligation to which Parent the Company or any of the Parent its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which are would not reasonably likely to have a Parent Company Material Adverse Effect; or (d) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 3.4 are duly and timely obtained or mademade and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order order, writ, injunction, decree, statute, rule or Law regulation in effect as of the date of this Agreement and applicable to Parent the Company or any of the Parent its Subsidiaries or to any of their respective assets, except for violations which are would not reasonably likely to have a Parent Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate certificate of Incorporation incorporation (or Articles other similar documents) or by-laws (or other similar documents) of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent SubsidiariesParent; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act), and the NNM, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust or competition laws of any state foreign countries identified in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofDisclosure Schedule, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent its Material Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in 11 effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.4 SECTION 5.1(g) are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent its Material Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate certificate of Incorporation incorporation (or Articles other similar documents) or by-laws (or other similar documents) of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent SubsidiariesParent; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent, except (iA) in connection with the applicable requirements requirements, if any, of the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act), and the NNM, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust or competition laws of any state foreign countries identified in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofDisclosure Schedule, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice 15 19 or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent its Material Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.4 5.1(g) are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent its Material Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, would not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM Technologies International, inc. and certain principal officers of Parent.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will Except for (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Articles of Organization, as the case may be, or respective By-Laws, of Parent or any of the Parent Subsidiaries; (b) require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), including the filing with and clearing by the SEC of a proxy statement relating to the Company Stockholders Meeting, as amended or supplemented from time to time (the “Company Proxy Statement”), (b) the filing of a Pre-Merger Notification and Report Form by the Company and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iic) pursuant to the applicable requirements of the Exchange Actforeign and supranational laws relating to antitrust and anticompetition clearances, filings or notices, (iiid) the filing of the Articles Certificate of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do businessas required by Delaware Law, (ive) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the insurance laws of any state in which Merger or the Company or any transactions contemplated by this Agreement, (f) filing with the NYSE and the SEC with respect to the delisting and deregistration of the shares of Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, Common Stock and (vig) such Consents consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the Laws corporation, takeover or blue sky laws of Canada various states of the United States and jurisdictions outside the United States, no filing with or prior notice to, and no permit, authorization, consent or approval of, any Person, including any federal, state, local, foreign, supranational or other governmental department, court, commission, governmental body, board, bureau, agency, tribunal or instrumentality (each, a “Governmental Entity”) is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provinces thereofprovisions hereof will (i) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws of the Company, each as amended, or the certificate of incorporation, bylaws or analogous organizational documents (viiin the case of non-corporate entities) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; of any Subsidiary, each as amended, (cii) result in a Default under violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Parent the Company or any Subsidiary is a party or by which any of the Parent Subsidiaries them or any of their respective properties or assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Parent Material Adverse Effect; or (diii) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order federal, state, local or Law foreign order, writ, injunction, decree, statute, rule or regulation applicable to Parent the Company, any Subsidiary or any of the Parent Subsidiaries their properties or to any of their respective assets, except for violations excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which are not reasonably likely to would not, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco Crown nor the consummation performance by Parent and Newco Crown of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof its obligations hereunder will (ai) conflict with or result in any breach of any provision of the respective Certificate Articles of Incorporation or Articles of Organization, as the case may be, or respective By-Lawslaws of Crown, of Parent or any except that the transactions contemplated hereby may not be consummated without receipt of the Parent SubsidiariesCrown Shareholder Approvals (as defined below); (bii) require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iv) such articles of amendment (or statement under Section 1522 of the Pennsylvania Business Corporation Law) as may be required to be filed with the Secretary of State of the Commonwealth of Pennsylvania in connection with the adoption of the New Articles at the Crown Shareholder Meeting (as defined below), (w) in connection with the applicable requirements Haxx-Xxxxx-Xxxxxx Xntitrust Improvements Act of 1976, as amended (the "HSR Act"), EC Council Regulation 4064/89 and such other filings as may be required by the antitrust or competition laws, rules or regulations of the HSR ActUnited States, France, the European Union and any other applicable jurisdiction, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivx) as may be required to be filed with the Direction du Tresor in connection with the approval of Crown's acquisition of the Shares or the Common Stock or as may be required to be filed by any applicable state securities or "blue sky" laws or state takeover the investment laws, rules or regulations of any other applicable jurisdiction, (vy) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents approvals as may be required under the insurance laws of any state in which the Company "blue sky", takeover, company or any securities and stock exchange laws, rules or regulations of the Company Subsidiaries is domiciled or does business or in which Parent or any United States, France (including the regulations of the Parent Subsidiaries is domiciled or does businessCOB, (vi) such Consents as may be required under CBV and SBF), the Laws of Canada or United Kingdom, the European Union, and any of the provinces thereofother applicable jurisdiction, or (viiz) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to (A) prevent or delay consummation of the transactions contemplated by this Agreement, (B) otherwise prevent or delay Crown from performing its obligations under this Agreement, or (C) individually or in the aggregate, have a Parent Material Adverse EffectEffect on Crown; (ciii) except as disclosed in writing by Crown to Shareholder prior to the execution of this Agreement, result in a Default default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which Parent Crown or any of the Parent its Subsidiaries is a party or by which any of its Subsidiaries or any of their respective assets may be bound, except for such Defaults defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are which, in the aggregate, would not reasonably likely to have result in a Parent Material Adverse EffectEffect on Crown or materially impair or delay Crown's ability to perform its obligations hereunder; or (div) assuming the Consents referred to in this Section 5.4 are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or Crown, any of the Parent its Subsidiaries or to any of their respective assets, except for violations which are would not reasonably likely to have result in a Parent Material Adverse Effect.Effect on Crown or materially impair or delay Crown's ability to perform its obligations hereunder. (l)
Appears in 1 contract
Samples: Exchange Offer Agreement (Compagnie Generale D Industrie Et De Participations)
Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation (or Articles of Organization, as the case may be, other similar documents) or respective Byby-Laws, laws (or other similar documents) of Parent or any of the Parent its Subsidiaries; (bii) require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and the NNM, (iiiC) the filing of the Articles Certificates of Merger pursuant to the MBCL DGCL and the GBCC and appropriate documents with the relevant authorities of other states in which Parent or any of the Parent Subsidiaries is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereofforeign countries, or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, could not reasonably likely to be expected to, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) result in a Default violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract indenture, note, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent its Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, could not reasonably likely be expected to have a Parent Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.4 5.1(g) are duly and timely obtained or made, violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to Parent or any of the Parent Subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effect.its
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eshare Communications Inc)
Consents and Approvals; No Violation. No filing or registration with, or authorization, consent or approval of, any domestic (federal, state or local), foreign (federal, state, provincial, territorial or local) or supranational court, governmental body, regulatory agency, authority, commission, tribunal or securities exchange (a "Governmental Entity") is required by or with respect to Parent, Sub or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except (i) the filing of a premerger notification and report form by Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and such filings as are required under Council Regulation No. 4064/89 of the European Community, as amended (the "EC Merger Regulation"), and under the respective antitrust statutes in Brazil and Mexico, (ii) the filing of the Certificate of Merger with the Filing Office and appropriate documents with the relevant authorities of other states, if any, specified in Section 2.4 of the Parent Letter in which Parent or any of its Subsidiaries is qualified to do business, (iii) such filings as may be required in connection with the taxes described in Section 5.11, (iv) pursuant to applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and the NYSE, (v) the filing with the SEC by Parent of the Registration Statement under the Securities Act and of such reports as may be required by Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), or by The Toronto Stock Exchange (the "TSE") or Canadian federal or provincial securities laws or regulations in connection with this Agreement and the transactions contemplated hereby and (vi) such other filings, approvals, orders, notices, registrations, declarations and consents as may be required under any applicable state takeover or similar laws, and any applicable state environmental laws or laws with respect to the ownership by a foreign entity of real property, but with respect to this clause (vi), only as specified in Section 2.4 of the -9- Parent Letter. Neither the execution, delivery or performance of this Agreement by Parent or Newco nor the consummation by Parent and Newco of the transactions contemplated hereby nor compliance by Parent or Newco with any of the provisions hereof will (awith or without due notice or lapse of time or both) conflict with result in any violation of, or default or the loss of a material benefit under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in any breach the creation of any provision security interests, liens, claims, pledges, mortgages, options, rights of the respective Certificate first refusal, agreements, limitations on voting rights, charges and other encumbrances of Incorporation any nature whatsoever (each, a "Lien") upon, any property or Articles of Organization, as the case may be, or respective By-Laws, asset of Parent or any of the Parent Subsidiaries; (b) require its Subsidiaries under any Consent provision of any governmental or regulatory authority, except (i) in connection with the applicable requirements respective certificates or articles of the HSR Actincorporation or bylaws or comparable organizational documents of Parent or Sub, (ii) pursuant to the applicable requirements of the Exchange Actany loan or credit agreement, (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of note, bond, mortgage, indenture, license, lease, contract, agreement or other states in which Parent instrument, permit, concession, franchise or any of the Parent Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and Tennessee and such filings and consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof, or (vii) where the failure to obtain such Consents is not reasonably likely to have a Parent Material Adverse Effect; (c) result in a Default under any of the terms, conditions or provisions of any Contract obligation to which Parent or any of the its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected or (iii) any judgment, order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent or any of its Subsidiaries or any of their respective properties, assets may be boundor operations, except other than, in the case of clause (ii) or (iii), for such Defaults as to which requisite waivers violations, defaults, losses, rights or consents have been obtained Liens that would not, individually or which are in the aggregate, prevent, delay or impair the consummation of the Merger in any respect and would not reasonably likely to have a Parent Material Adverse Effect; Effect or (d) assuming materially impact the Consents referred ability of Parent and Sub to in this Section 5.4 are duly and timely obtained or made, violate any Order or Law applicable to Parent or any of the Parent Subsidiaries or to any of perform their respective assets, except for violations which are not reasonably likely to have a Parent Material Adverse Effectobligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magna International Inc)
