Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/)
Consents and Approvals; No Violations. Except Except, with respect to paragraphs (iv) and (v) hereof, for (a) filings pursuant to the filings, permits, authorizations, consents and approvals as may be required under, HSR Act and other applicable antitrust or competition laws, (b) applicable requirements of, under the Exchange Act, (c) the HSR Act filing of the Certificate of Merger, (d) applicable requirements under "takeover" or "blue sky" laws of various states, and state securities or blue sky laws(e) as described in this Agreement, none of neither the execution, delivery or performance of this Agreement by each of Parent, Parent and the Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent and the Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) violate or conflict with or result in any breach of any provision of the certificate of incorporation charter or by-laws or other comparable constituent documents of each of Parent, Purchaser Parent or the Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a violation or breach of, or result in any loss of benefit or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration or accelerationmodification) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Parent or the Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, or (iviii) violate or conflict with any order, writ, injunctionjudgment, decreeinjunction or decree applicable to or binding upon Parent or the Purchaser or any of their properties or assets, (iv) violate or conflict with any law, statute, rule or regulation applicable to each of Parent, or binding upon Parent or the Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from (v) require on the foregoing part of Parent or the Purchaser any action by or in respect of filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity or (vi) 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 Purchaser, except in the case of clauses (ii), (iiiiv), (v) and or (ivvi) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not, individually or in the aggregate, have a material adverse effect on not materially adversely affect the ability of each of Parent, Parent and the Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Berg Acquisition Co), Agreement and Plan of Merger (Berg Acquisition Co), Agreement and Plan of Merger (Muse John R)
Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents and or approvals as may the failure of which to be required under, and other applicable requirements of, made or obtained would not individually or in the Exchange Act, aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the HSR Act and state securities or blue sky laws, none consummation of any of the executiontransactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery or performance of this Agreement by each of ParentParent Holdings or Holdings, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Parent Holdings or Holdings of the Transactions or transactions contemplated hereby, nor compliance by each of Parent, Purchaser Parent Holdings or Purchaser's Subsidiary Holdings with any of the provisions hereof hereof, will (ia) conflict with or result in any breach of any provision provisions of the certificate of incorporation or by-laws of each of ParentParent Holdings, Purchaser Holdings or Purchaser's Subsidiary, Worldwide; (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiib) result in a 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 note, bond, mortgage, indenture, lease, Contract or of any license, contractfranchise, agreement permit, concession, certificate of authority, order, approval, application or other instru ment registration of, from or obligation with any Governmental Entity to which each of ParentParent Holdings, Purchaser Holdings or Purchaser's Subsidiary Worldwide is a party or by which any of them or any of their respective properties or assets may be bound, ; or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of ParentHoldings, Purchaser Parent Holdings or Purchaser's Subsidiary, or any of their Subsidiaries Worldwide or any of their properties or assets, excluding from except in the foregoing case of clauses (ii), (iiib) and (ivc) such for violations, breaches or defaults which would not, not individually or in the aggregate, aggregate have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesHoldings Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Coleman Worldwide Corp), Agreement and Plan of Merger (CLN Holdings Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and Act, state securities or blue sky lawslaws and the NCBCA, none of neither the execution, delivery or performance of this Agreement by each of Parent, Parent or the Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent or the Purchaser and Purchaser's Subsidiary of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Parent or the Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of each of Parent, Purchaser Parent or the Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, or any of its Subsidiaries or the Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), clause (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of each of Parent, Parent or the Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Studios Inc), Agreement and Plan of Merger (Pca International Inc), Agreement and Plan of Merger (American Studios Inc)
Consents and Approvals; No Violations. Except for the -------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the HSR Act DGCL, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and state securities or blue sky lawsforeign and supranational laws relating to antitrust and anticompetition clearances, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, Parent and Sub nor the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Sub of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's SubsidiaryParent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a 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 amendment, cancelation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries its subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii), (iii) and (iv) such for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on be reasonably expected to prevent or materially delay the ability consummation of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from Offer and/or the regulatory status of Seller or the Business SubsidiariesMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc)
Consents and Approvals; No Violations. Except for the Merger Filing and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Securities Act and state securities or blue sky laws, none of neither the execution, delivery or performance of this Agreement or any Ancillary Agreements by each of Parent, Purchaser or Purchaser's Subsidiary, Parent and Sub nor the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Sub of the Transactions transactions contemplated hereby or thereby nor compliance by each of Parent, Purchaser or Purchaser's Subsidiary Parent and Sub with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the certificate respective certificates of incorporation or by-laws of each of Parent, Purchaser Parent or Purchaser's SubsidiarySub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) result in a 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 material note, bond, mortgage, indenture, leaseguarantee, other evidence of indebtedness, license, lease, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii), (iii) and (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent and will not materially impair the ability of each of Parent, Purchaser Parent or Purchaser's Subsidiary Sub to consummate the Transactions transactions contemplated hereby or which arise from by the regulatory status of Seller or the Business SubsidiariesAncillary Agreements.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Interface Systems Inc)
Consents and Approvals; No Violations. Except for the (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, of the Exchange Act, the HSR Act Securities Act, Nasdaq and state securities or state “blue sky lawssky” laws and (b) the filing of the Articles of Merger with the Secretaries of State of the States of Delaware and Florida, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Parent or Purchaser's SubsidiaryMerger Sub, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Parent or Merger Sub of the Transactions Transaction or compliance by each of Parent, Purchaser Parent or Purchaser's Subsidiary Merger Sub with any of the provisions hereof will (iA) conflict with or result in any breach of any provision of the certificate organizational documents of incorporation Parent or by-laws of each of Parent, Purchaser or Purchaser's SubsidiaryMerger Sub, (iiB) require any filing by Parent or Merger Sub with, notice to, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iiiC) result in a violation or breach by Parent or Merger Sub 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 loan note, bond, mortgage, credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each Parent or Merger Sub or any of Parent, Purchaser or Purchaser's Subsidiary their respective subsidiaries is a party or by which any of them or any of their the respective properties or assets of any of the foregoing may be bound, or (ivD) violate any order, writ, injunction, decree, statute, rule Laws or regulation applicable to each (E) result in the creation or imposition of Parent, Purchaser any Encumbrance on any asset of Parent or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assetsMerger Sub, excluding from the foregoing clauses (iiB), (iiiC) and (ivD) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, (I) prevent or materially delay consummation of the Merger, (II) otherwise prevent or materially delay performance by Parent or Merger Sub of its material obligations under this Agreement or (III) have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesParent Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Banks.com, Inc.)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals Permits as may be required under, and other applicable requirements of, the Exchange Securities Act, the HSR Exchange Act and applicable foreign and state securities or blue sky lawslaws and the HSR Act, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Company nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Company of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the certificate Organizational Documents of incorporation the Company or by-laws any of each of Parent, Purchaser or Purchaser's Subsidiaryits material Subsidiaries, (iib) require the Company to make any filing with, provide any notice to, or permitobtain any Permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (except where the failure to obtain such Permit, authorization, consent or approval or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement), (iiic) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (d) except as set forth on Schedule 3.3(d), result in a violation or breach of, require any -------------- notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationright of non- renewal or require any prepayment or offer to purchase any debt) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Material Contract to which each the Company or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which the Company's or any of them its Subsidiaries' properties or assets may be bound, (e) violate any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, or (ivf) violate result in the loss, forfeiture, revocation, termination or diminution of any orderPermit, writ, injunction, decree, statute, rule or regulation applicable to each except in the case of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (iib), (iiic), (d), (e) and (iv) such f), for violations, breaches breaches, defaults, losses, forfeitures, revocations, terminations or defaults diminutions which would not, individually or in the aggregate, have cause a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 3 contracts
Samples: Subscription and Exchange Agreement (Building One Services Corp), Subscription and Exchange Agreement (Apollo Investment Fund Iv Lp), Subscription and Exchange Agreement (Group Maintenance America Corp)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each of Parentdoes not, Purchaser or Purchaser's Subsidiary, and the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or transactions contemplated thereby and compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereof will not, (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of each bylaws or similar organizational documents of Parent, Purchaser any of its subsidiaries or the Purchaser's Subsidiary, (ii) require on the part of Parent or the Purchaser any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, except as set forth below and except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Parent and its Subsidiaries taken as a whole, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, any of its Subsidiaries or the Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or the Purchaser or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and or (iv) such violations, breaches or defaults which would not, either individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of each of Parent, Parent or the Purchaser or Purchaser's Subsidiary to consummate the Transactions transactions contemplated hereby. No consent, approval, Order or which arise from authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the regulatory status execution and delivery of Seller this Agreement by Parent and Purchaser or the Business Subsidiariesconsummation by Parent and Purchaser of the transactions contemplated hereby, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act; (2) the filing with the SEC of (A) the Schedule 14D-1 and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (3) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or corporate or "blue sky" laws; (4) such other filings and consents as may be required under any Environmental Law pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, Orders or authorizations the failure of which to be made or obtained would not, either individually or in the aggregate, have a material adverse effect on Parent and its Subsidiaries taken as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (Aydin Corp)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the rules and regulations of the NASD, the HSR Act and Act, state securities or blue sky lawsBlue Sky laws and California Law and Delaware Law, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's SubsidiaryParent and Merger Sub, the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Merger Sub of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary Parent and Merger Sub with any of the provisions hereof will shall (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation, the Bylaws or by-laws similar organizational documents of each of Parent, Purchaser Parent or Purchaser's any Parent Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a any default (or give rise to any right of termination, cancellation termination or accelerationamendment or result in the creation of a lien on the properties or assets of Parent or any Parent Subsidiary) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be boundParent Agreement, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser Parent or Purchaser's any Parent Subsidiary, any to which Parent or any of their Subsidiaries Parent Subsidiary is a party or by which any of their properties or assetsthe assets of any of them is bound, excluding from the foregoing clauses clauses, (ii), (iii) and (iv) such violations, breaches or defaults (or rights or liens) which would not, individually or in the aggregate, have a material adverse effect on Parent and the Parent Subsidiaries, taken as a whole or on the ability of each Parent to perform its obligations under this Agreement, the Related Agreements or the ability of Parent, Purchaser or Purchaser's Subsidiary Parent to consummate the Transactions Merger and the other Transactions. There are no third party consents or approvals required to be obtained under any Parent Agreement prior to the consummation of the Transactions, except for such consents and approvals the failure of which arise from to be obtained, would not, individually or in the regulatory status of Seller or aggregate, have a material adverse effect on Parent and the Business Parent Subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (E Offering Corp), Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Merger (Wit Capital Group Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, and except as indicated on Part 3.6 of the Disclosure Schedule hereto, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiarythe Sellers, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Sellers of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary the Sellers with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or incorporation, the certificate of organization, the by-laws laws, operating agreement, limited liability company agreement, limited partnership agreement or similar organizational documents of each of Parent, Purchaser the Sellers or Purchaser's any Target Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity or other Person (including, without limitation, consents from parties to loans, contracts, leases and other agreements to which either of the Sellers or any Target Subsidiary is a party), (iii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, material agreement or other instru ment or obligation to which each either of Parent, Purchaser the Sellers or Purchaser's Subsidiary any of the Target Subsidiaries is a party or by which any of them or any of their respective properties or assets may be the Target Assets are bound, or (iv) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to each of Parentthe Sellers, Purchaser or Purchaser's Subsidiarythe Target Assets, or any of their Subsidiaries Target Subsidiary or any of their properties or assets, excluding from the foregoing clauses clause (ii), (iii) and (iv) such violations, breaches or defaults which would notnot have, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesTargeted Businesses.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Educate Inc), Asset Purchase Agreement (Sylvan Learning Systems Inc), Asset Purchase Agreement (Apollo Investment Fund Iv Lp)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act and any applicable state securities or blue sky takeover laws, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Shareholder nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary it of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Purchaser or Purchaser's Subsidiary it with any of the provisions hereof will (iI) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, trust documents; (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Shareholder to consummate the transactions contemplated hereby), (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary the Shareholder is a party or by which any of them it or any of their respective its properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, it or any of their Subsidiaries or any of their its properties or assets, excluding from except in the foregoing case of clauses (ii), (iii) and (iv) such for violations, breaches or defaults defaults, or rights of termination, amendment, cancellation or acceleration, which would not, individually or in the aggregate, have a material adverse effect on not materially impair the ability of each of Parent, Purchaser or Purchaser's Subsidiary the Shareholder to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated hereby.
Appears in 2 contracts
Samples: Shareholder Agreement (Hi Holdings Inc), Shareholder Agreement (Haskel International Inc)
Consents and Approvals; No Violations. Except No filing with or notice to, and no consent or approval of, any Governmental Entity is required on the part of Parent, Purchaser or any of their Affiliates for the filingsexecution, permitsdelivery and performance by Parent, authorizationsPurchaser and/or their Affiliates, consents and approvals as may be required underapplicable, and other of this Agreement or any Ancillary Agreement to which such Person is a party or the consummation by Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements ofof the HSR Act, (b) the consent and approval of FERC under Section 203 of the FPA or Section 205 of the FPA, as applicable, (c) the FCC Pre-Approvals, (d) compliance with Permits from any Governmental Entity or (e) any such permit, declaration, filing, authorization, registration, consent or approval, the Exchange Actfailure to make or obtain would not reasonably be expected to have, individually or in the HSR Act and state securities or blue sky lawsaggregate, none a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (e) of the preceding sentence, neither the execution, delivery or performance by Parent, Purchaser and/or their Affiliates, as applicable, of this Agreement or any Final Ancillary Document to which such Person is a party, nor the consummation by each of Parent, Purchaser or Purchaser's Subsidiaryand/or their Affiliates, the consummation by each of Parentas applicable, Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach or violation of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser ’s or Purchaser's Subsidiary’s Organizational Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement material Contract or other instru ment or obligation material Permit to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, are bound or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, any of their Affiliates or any of their Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing case of clauses (ii) or (iii), (iii) and (iv) such for breaches, violations, breaches defaults, Encumbrances or defaults which other rights that would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nextera Energy Inc), Stock Purchase Agreement (Gulf Power Co)
Consents and Approvals; No Violations. Except for the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act and state securities or blue sky laws, none the HSR Act, and the filing and recordation of a certificate of merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Purchaser of this Agreement or the consummation by Purchaser of the Transactions, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a material adverse effect on the ability of Purchaser to consummate the Offer or the Merger. Neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws (or similar governing documents) of each of Parent, Purchaser or any of Purchaser's SubsidiarySubsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or any of Purchaser's Subsidiary Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Purchaser's Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii), ) or (iii) and (iv) such for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller Offer or the Business SubsidiariesMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fremont Partners Lp), Agreement and Plan of Merger (Global Motorsport Group Inc)
Consents and Approvals; No Violations. Except for applicable requirements of the filingsSecurities Act, permitsthe Exchange Act, authorizationsAntitrust Laws, consents the Communications Act, the filing and recordation of a certificate of merger, or a certificate of ownership and merger, as required by the NYBCL, any filings required by the Investment Canada Act, such filings and approvals as may be required underunder the "takeover" or "blue sky" Laws of various states, and other applicable requirements ofas contemplated by this Agreement and the Ancillary Agreements, neither the Exchange Act, the HSR Act execution and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement or the Ancillary Agreements by each of Parent, Parent or Purchaser or Purchaser's Subsidiary, (to the extent it is a party thereto) nor the consummation by each of Parent, Parent or Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach of any provision of the certificate of incorporation charter or by-laws of each of Parent, Purchaser Parent or Purchaser's Subsidiary, (ii) require on the part of Parent or Purchaser any filing with, or the obtaining of any permit, authorization, consent or approval of, any Govern mental Entitygovernmental or regulatory authority or any third party, (iii) result in a 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 amendment, cancellation, acceleration or accelerationpayment, or to the creation of a lien or encumbrance) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leaseother evidence of indebtedness, guarantee, license, contract, agreement or other instru ment contract, instrument or contractual obligation to which each of Parent, Purchaser or Purchaser's Subsidiary any of their respective Subsidiaries is a party or by which any of them or any of their respective properties or assets Assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties Assets, except for such requirements, defaults, rights or assets, excluding from the foregoing violations under clauses (ii), (iii) and (iv) such violations, breaches or defaults above which would not, individually or not in the aggregate, aggregate have a material adverse effect on the ability of each of Parent, Parent or Purchaser or Purchaser's Subsidiary to consummate the Transactions Offer and the Merger. SECTION 5.4. INFORMATION STATEMENT; SCHEDULE 14D-9. Neither the Offer Documents nor any other document filed or to be filed by or on behalf of Parent or Purchaser with the SEC or any other governmental entity in connection with the transactions contemplated by this Agreement contained when filed or will, at the respective times filed with the SEC or other governmental entity, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which arise from they were made, not misleading; provided, that the regulatory status foregoing shall not apply to information supplied by or on behalf of Seller the Company specifically for inclusion or the Business Subsidiaries.incorporation by reference in any such document. The Offer Documents will comply as to form in all material respects with 15
Appears in 2 contracts
Samples: Conformed Copy Agreement and Plan of Merger (Loral Corp /Ny/), Conformed Copy Agreement and Plan of Merger (Lockheed Martin Corp)
Consents and Approvals; No Violations. Except for the Parent Stockholder Approval, the Merger Filing and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Securities Act and state securities or blue sky laws, none of neither the execution, delivery or performance of this Agreement or any Ancillary Agreements by each of Parent, Purchaser or Purchaser's Subsidiary, Parent and Sub nor the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Sub of the Transactions transactions contemplated hereby or thereby nor compliance by each of Parent, Purchaser or Purchaser's Subsidiary Parent and Sub with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the certificate respective certificates of incorporation or by-laws of each of Parent, Purchaser Parent or Purchaser's SubsidiarySub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) result in a 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, amendment, cancellation or accelerationacceleration or result in the creation of any lien) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, leaseguarantee, other evidence of indebtedness, license, lease, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii), (iii) and or (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent and will not materially impair the ability of each of Parent, Purchaser Parent or Purchaser's Subsidiary Sub to consummate the Transactions transactions contemplated hereby or which arise from by the regulatory status of Seller or the Business SubsidiariesAncillary Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Valicert Inc), Merger Agreement (Tumbleweed Communications Corp)
Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser for the execution, delivery and performance by Purchaser of this Agreement or the consummation by Purchaser of the transactions contemplated by this Agreement, except for (a) compliance with any applicable requirements of the HSR Act and other applicable foreign antitrust regulations or (b) any such filings, notices, permits, authorizations, registrations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the Exchange Actfailure to make or obtain would not, individually or in the HSR Act aggregate, reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement. Assuming compliance with the items described in clauses (a) and state securities or blue sky laws(b) of the preceding sentence, none of neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance transactions contemplated by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective articles of incorporation or by-laws (or similar governing documents) of each of Parent, Purchaser or Purchaser's Subsidiaryany of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, or require the consent of any Person under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iviii) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their its properties or assets, excluding from except in the foregoing case of clauses (i) or (ii)) for breaches, (iii) and (iv) such violations, breaches infringements, defaults, Liens or defaults which other rights that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Ambipar Emergency Response), Purchase and Sale Agreement (Ambipar Emergency Response)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofof the Exchange Act (including the filing with the SEC of the Offer Documents), the Exchange HSR Act, the HSR Act DGCL, foreign and state securities antitrust and competition laws of jurisdictions in which Purchaser or blue sky lawsMerger Sub is qualified to do or is doing business as set forth in Schedule 5.3 hereto, none of and state takeover laws neither the execution, delivery or performance of this Agreement by each of ParentPurchaser and Merger Sub, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Merger Sub of the Transactions or compliance by each of Parenttransactions contemplated hereby, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiaryand Merger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of ParentPurchaser, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii), (iii) and (iv) such for violations, breaches breaches, defaults or defaults terminations which would not, individually or in the aggregate, have a material adverse effect on would not prevent or materially delay the ability consummation of each of Parentthe Offer and/or the Merger. No filing, Purchaser permit, authorization, consent or Purchaser's Subsidiary to consummate approval is required under the Transactions or which arise from European Merger Regulation No. 4064/89, as amended by Regulation No. 1310/97, in connection with the regulatory status of Seller or the Business Subsidiariestransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan (Lyondell Petrochemical Co), Agreement and Plan of Merger (Lyondell Petrochemical Co)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each of Parentdo not, Purchaser or Purchaser's Subsidiary, and the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or transactions contemplated hereby and compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or not, result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration) acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the terms, conditions properties or provisions assets of Commodore or any of its Subsidiaries under: (i) any provision of the Certificate of Incorporation or By-laws of Commodore or the comparable charter or organization documents or by-laws of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, licenseagreement, contractinstrument, agreement permit, concession, franchise or other instru ment license applicable to Commodore or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Commodore or any of its Subsidiaries or any of their respective properties or assets may assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not reasonably be boundexpected to have a Material Adverse Effect on Commodore and would not materially impair the ability of Commodore to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (ivfederal and state), foreign (including provincial) violate any orderor supranational court, writcommission, injunctiongovernmental body, decreeregulatory agency, statute, rule authority or regulation applicable tribunal (a "Governmental Entity") is required by or with respect to each of Parent, Purchaser or Purchaser's Subsidiary, Commodore or any of their its Subsidiaries in connection with the execution and delivery of this Agreement by Commodore or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except: (i) in connection, or in compliance, with the provisions of the Securities Laws and any state securities or "blue sky" laws; (ii) for the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Commodore or any of their properties or assets, excluding from the foregoing clauses (ii), its Subsidiaries is qualified to do business; and (iii) for such other consents, orders, authorizations, registrations, declarations and (iv) such violations, breaches filings the failure of which to obtain or defaults which make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Commodore and would not materially impair the ability of each Commodore to perform its obligations hereunder or prevent the consummation of Parent, Purchaser or Purchaser's Subsidiary to consummate any of the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lanxide Corp), Agreement and Plan of Merger (Commodore Environmental Services Inc /De/)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including the filing with the SEC of the Schedule 14D-9), and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act and state securities or blue sky lawsAct"), none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Company nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Company of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation or byBy-laws of each the Company or of Parent, Purchaser or Purchaser's Subsidiarythe similar organizational documents of any of its subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity") (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the Company or prevent or materially delay the consummation of the Offer), (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each the Company or any of Parent, Purchaser or Purchaser's Subsidiary its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parentthe Company, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries its subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii), (iii) and or (iv) such for violations, breaches or defaults which that would not, individually or in the aggregate, not have a material adverse effect on the ability Company or prevent or materially delay the consummation of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesOffer.
Appears in 2 contracts
Samples: Motorola Inc, Motorola Inc
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each of Parentdo not, Purchaser or Purchaser's Subsidiary, and the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or transactions contemplated hereby and compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or not, result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration) acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the terms, conditions properties or provisions assets of Commodore or any of its Subsidiaries under: (i) any provision of the Certificate of Incorporation or By-laws of Commodore or the comparable charter or organization documents or by-laws of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, licenseagreement, contractinstrument, agreement permit, concession, franchise or other instru ment license applicable to Commodore or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Commodore or any of its Subsidiaries or any of their respective properties or assets may assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not reasonably be boundexpected to have a Material Adverse Effect on Commodore and would not materially impair the ability of Commodore to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (ivfederal and state), foreign (including provincial) violate any orderor supranational court, writcommission, injunctiongovernmental body, decreeregulatory agency, statute, rule authority or regulation applicable tribunal (a "Governmental Entity") is required by or with respect to each of Parent, Purchaser or Purchaser's Subsidiary, Commodore or any of their its Subsidiaries in connection with the execution and delivery of this Agreement by Commodore or any is necessary for the consummation of their properties this Agreement and the other transactions contemplated by this Agreement, except for such consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Commodore and would not materially impair the ability of each Commodore to perform its obligations hereunder or prevent the consummation of Parent, Purchaser or Purchaser's Subsidiary to consummate any of the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated hereby.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Commodore Environmental Services Inc /De/), Securities Purchase Agreement (Lanxide Corp)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none None of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Parent or the Purchaser's Subsidiary, the consummation by each of Parent, Parent or the Purchaser and Purchaser's Subsidiary of the Transactions Transactions, or compliance by each of Parent, Parent or the Purchaser or Purchaser's Subsidiary with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation, the Bylaws or by-laws similar organizational documents of each of Parent, Purchaser Parent or the Purchaser's Subsidiary, (iib) require any filing withviolate, conflict with or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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, provisions under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Parent or the Purchaser or Purchaser's Subsidiary is a party or by which any either of them or any of their respective properties or assets may be bound, (c) require any material filing by Parent or the Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filing pursuant to the DGCL, (iii) the filing with the SEC and the NASDAQ Stock Market of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law, and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws), or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser Parent or Purchaser's Subsidiary, or any of their Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing case of clauses (ii), b) or (iii) and (ivc) such violations, breaches or defaults which would not, individually or in the aggregate, have a impair in any material adverse effect on respect the ability of each of ParentParent and the Purchaser to perform its obligations under this Agreement, Purchaser as the case may be, or Purchaser's Subsidiary to consummate prevent or materially delay the Transactions or which arise from consummation of the regulatory status of Seller or the Business SubsidiariesTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dmi Furniture Inc), Agreement and Plan of Merger (Flexsteel Industries Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required underNo filing with or notice to, and no approval, consent, authorization or other applicable requirements ofPermit of or from, any Governmental Entity is required on the Exchange Act, part of (a) Purchaser in connection with the HSR Act execution and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by or any Ancillary Agreement to which it is or will be a party and (b) any applicable Affiliate of Purchaser in connection with the execution and delivery of any Ancillary Agreement to which it is or will be a party, or in connection with, in each case of Parent, Purchaser or Purchaser's Subsidiarythe foregoing clauses (a) and (b), the performance of such Person’s obligations hereunder and thereunder, or the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby and thereby, except in each case of the foregoing clauses (a) and (b), (i) the Consent Order, (ii) those approvals or compliance by each of Parentclearances under the Foreign Antitrust Laws, (iii) the Seller FDA Letters, (iv) the Purchaser FDA Letters, or Purchaser's Subsidiary (v) any other filings, notices, approvals, consents, authorizations or Permits, the failure to make, comply with or obtain that would not reasonably be expected to prevent or materially hinder or delay any of the provisions hereof transactions contemplated hereby or by any of the Ancillary Agreements or affect the ability of Purchaser to perform its obligations under this Agreement or any of the Ancillary Agreements, in each case, in any material respect. The execution or delivery of this Agreement or any Ancillary Agreement by Purchaser or any of its applicable Affiliates, the performance of such Person’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby or thereby, as applicable, do not and will not (iA) conflict with or result in any breach breach, violation or infringement of any provision of the certificate Organizational Documents of incorporation or by-laws of each of Parent, Purchaser or any Affiliate of Purchaser's Subsidiary, as applicable, (iiB) require any filing conflict with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach or violation or breach of, or constitute a default, or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration (with or without due notice or lapse of time or both) under, or result in a default (or give rise loss of any benefit to any right of termination, cancellation or acceleration) which such Person is entitled under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary any of its Affiliates is a party or by which bound, or (C) assuming compliance with the items described in clauses (i) through (iv) of the preceding sentence, violate or result in a breach of or constitute a default under any Law applicable to Purchaser or any of them its Affiliates that is or will be party to any Ancillary Agreement or any of their respective properties properties, assets or assets may be bound, operations or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any conduct of their Subsidiaries or any respective businesses, except in each case of their properties or assets, excluding from the foregoing clauses (ii), (iiiB) and (ivC), for conflicts, breaches, violations or infringements that would not reasonably be expected to (x) such violations, breaches prevent or defaults which would not, individually materially hinder or in delay any of the aggregate, have a material adverse effect on transactions contemplated hereby or by any of the Ancillary Agreements or (y) affect the ability of Purchaser to perform its obligations under this Agreement or any of the Ancillary Agreements, in each of Parentcase, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariesin any material respect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Amgen Inc), Asset Purchase Agreement (Celgene Corp /De/)
Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser for the execution, delivery and performance by Purchaser of this Agreement or the Ancillary Agreements or the consummation by Purchaser of the transactions contemplated by this Agreement or the Ancillary Agreements, except (i) compliance with the applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of the Competition Act, (iii) compliance with any state or federal licenses or permits relating to the Business and (iv) any such filings, notices, permits, authorizations, registrations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the Exchange Actfailure of which to make or obtain would not reasonably be expected to have a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (i) through (iv) of the preceding sentence, the HSR Act and state securities or blue sky laws, none of neither the execution, delivery or and performance of this Agreement or the Ancillary Agreements by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated by this Agreement or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof Ancillary Agreements will (iA) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective articles of incorporation or by-laws (or similar governing documents) of each of Parent, Purchaser or Purchaser's Subsidiaryany of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiiB) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) or require a consent of or other action by any Person under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary any of its Subsidiaries is a party or by which any of them or any of their respective its properties or assets may be bound, bound or (ivC) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties respective properties, rights or assets, excluding from except in the foregoing clauses case of (ii)B) or (C) for breaches, (iii) and (iv) such violations, breaches infringements, defaults, Liens or defaults which other rights or consents that would notnot reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (HSI IP, Inc.), Purchase and Sale Agreement (Home Depot Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act and state securities or blue sky laws, none the HSR Act, and the filing and recordation of a certificate of merger as required by the GCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by each of Parent and the Purchaser of this Agreement or the consummation by each of Parent and the Purchaser of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Purchaser Material Adverse Effect. Neither the execution, delivery or and performance of this Agreement by each of Parent, Parent and the Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent and the Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the certificate respective Certificate of incorporation Incorporation or byBy-laws of each Laws (or similar governing documents) of Parent, the Purchaser or Purchaser's Subsidiaryany of their respective Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, the Purchaser or Purchaser's Subsidiary any of their respective Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to each of Parent, the Purchaser or Purchaser's Subsidiary, or any of their respective Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing case of clauses (ii), ) or (iii) and (iv) such for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Motorsport Group Inc), Agreement and Plan of Merger (GMG Acquisition Corp)
Consents and Approvals; No Violations. Except for Assuming (i) the filings, permits, authorizations, consents and approvals as may be filings required under, and other applicable requirements of, the Exchange Act, under the HSR Act are made and state securities the waiting period thereunder has been terminated or blue sky lawshas expired, none (ii) the requirements of the executionExchange Act relating to the Proxy Statement and the Offer are met, and (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the laws of the State of Delaware, the execution and delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, Parent and Sub and the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Sub of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will not: (i1) conflict with or result in any breach of violate any provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of each either Parent or Sub; (2) violate any statute, ordinance, rule, regulation, order or decree of Parentany court or of any governmental or regulatory body, Purchaser agency or Purchaser's Subsidiary, authority applicable to Parent or Sub or by which either of their respective properties or assets may be bound; (ii3) require any filing with, or permit, authorization, consent or approval of, or the giving of any Govern mental Entitynotice to any governmental or regulatory body, agency or authority; or (iii4) result in a violation or breach of, or conflict with, 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, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Parent, Sub or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contractfranchise, agreement permit, agreement, lease or other instru ment instrument or obligation to which each Parent or Sub or any of Parent, Purchaser or Purchaser's Subsidiary their subsidiaries is a party party, or by which any of them they or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each bound except for in the case of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii3) and (iv4) above for such violationsfiling, breaches permit, consent, approval or defaults violation, which would not, individually not prevent or in materially delay consummation of the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nimbus Cd International Inc), Agreement and Plan of Merger (Carlton Communications PLC)
Consents and Approvals; No Violations. Except as set forth in Schedule 4.4 of the Parent Disclosure Schedules and for the filings, permits, authorizations, consents and approvals as are contemplated by this Agreement or may be required under, and other applicable requirements of, the Exchange Act, Act and the HSR Act and state securities or blue sky lawsAct, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Parent or the Purchaser's Subsidiary, the consummation by each of Parent, Parent or the Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Parent or the Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate Articles of incorporation Incorporation, the By-Laws or by-similar organizational documents of Parent or any of its Subsidiaries, state securities laws of each of Parentor blue sky laws, Purchaser and the Texas Business Corporations Act or Purchaser's Subsidiarythe NGCL, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be boundbound (collectively, the "Parent Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from except in the foregoing clauses case of clause (ii), (iii) and or (iv) where failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent Material Adverse Effect. Schedule 4.4 of the ability Parent Disclosure Schedules sets forth a list of each all third party consents and approvals required to be obtained in connection with this Agreement under the Parent Agreements prior to the consummation of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.transactions contemplated by this Agreement. 39
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (Intervoice Inc), Acquisition Agreement and Plan of Merger (Brite Voice Systems Inc)
Consents and Approvals; No Violations. Except No filing with or notice to, and no consent or approval of, any Governmental Entity is required on the part of Parent, Purchaser or any of their Affiliates for the filingsexecution, permitsdelivery and performance by Parent, authorizationsPurchaser and/or their Affiliates, consents and approvals as may be required underapplicable, and other applicable requirements ofof this Agreement or any Ancillary Agreement or the consummation by Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) the Required Regulatory Approvals; or (b) any permit, declaration, filing, authorization, registration, consent or approval, the Exchange Actfailure to make or obtain would not reasonably be expected to have, individually or in the HSR Act aggregate, a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) and state securities or blue sky laws(b) of the preceding sentence, none of neither the execution, delivery or performance of this Agreement or any Ancillary Agreement by each of Parent, Purchaser or Purchaser's Subsidiaryand/or their Affiliates, as applicable, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary and/or their Affiliates, as applicable, of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach or violation of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser ’s or Purchaser's Subsidiary’s Organizational Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement material Contract or other instru ment or obligation material Permit to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, any of their Affiliates or any of their Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing case of clauses (ii) or (iii), (iii) and (iv) such for breaches, violations, breaches defaults, Encumbrances or defaults which other rights that would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gulf Power Co), Stock Purchase Agreement (Nextera Energy Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none None of the execution, delivery or performance of this Agreement by each of Parent, Purchaser or the Parent and Purchaser's Subsidiary, the consummation by each of Parent, Parent and Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, the Parent or Purchaser or Purchaser's any other Subsidiary of Parent with any of the provisions hereof of this Agreement will (i) conflict with or result in any breach of any provision of the certificate organizational documents of incorporation or by-laws of each of Parent, Purchaser Parent or Purchaser's Subsidiary, (ii) assuming the accuracy of all information regarding the Company heretofore provided to Parent, require any filing by the Parent or Purchaser with, or the permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (except for (A) compliance with any applicable requirements of the Exchange Act, (B) any filings as may be required under the GBCC in connection with the Merger, (C) filings, permits, authorizations, consents and approvals as may be required under the HSR Act, the EC Merger Regulation and the antitrust, merger control, competition, foreign investment or similar laws or regulations of Canada, Turkey and other non-U.S. jurisdictions, or (D) any filings required under the rules and regulations of the NYSE, (iii) result in a 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 note, bond, mortgage, lien, indenture, lease, license, contract, agreement understanding or agreement, or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary any of their Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, is bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, Parent or any of their Subsidiaries its Subsidiaries, or any of their properties or assets, excluding from except in the foregoing case of clauses (ii), (iii) and (iv) such violations, breaches or defaults which as would not, individually or in the aggregate, have a impair in any material adverse effect on respect the ability of each of ParentParent or Purchaser to perform its obligations under this Agreement, Purchaser as the case may be, or Purchaser's Subsidiary to consummate prevent or materially delay the Transactions or which arise from consummation of the regulatory status of Seller or the Business SubsidiariesTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Koch Industries Inc), Agreement and Plan of Merger (Georgia Pacific Corp)
Consents and Approvals; No Violations. Except for the filingsas set forth on Schedule 2.5, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, Seller nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Seller of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Purchaser or Purchaser's Subsidiary Seller with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser Seller or Purchaser's any Railcar Subsidiary, (iib) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Authority (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Material Adverse Effect), (iiic) result in a 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 note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser Seller or Purchaser's any Railcar Subsidiary is a party or by which any of them or any of their respective the properties or assets of the Railcar Business may be bound, or (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser Seller or Purchaser's Subsidiary, any Railcar Subsidiary or any of their Subsidiaries the properties or assets of the Railcar Business or (e) result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to any person other than Buyer any interest or right (including any right of termination or cancellation) in, or with respect to, any of their properties the Shares or assetsthe assets of any Railcar Subsidiary, excluding from except in the foregoing clauses case of (iic), (iiid) and (ive) such for violations, breaches breaches, defaults, liens, claims, charges, restrictions, equities or defaults encumbrances which would not, individually or in the aggregate, not have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 2 contracts
Samples: Share Purchase Agreement (FCA Acquisition Corp.), Share Purchase Agreement (Johnstown America Industries Inc)
Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Subsidiaries for the execution, delivery and performance by Purchaser and/or its Subsidiaries, as applicable, of this Agreement or any Ancillary Agreement or the consummation by Purchaser and/or its Subsidiaries, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of any Competition and Foreign Investment Laws; (b) compliance with any Permits relating to the Business; or (c) any such filings, notices, permits, authorizations, registrations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the Exchange Actfailure to make or obtain would not have a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, the HSR Act and state securities or blue sky laws, none of neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by each of ParentPurchaser and/or its Subsidiaries, Purchaser or Purchaser's Subsidiaryas applicable, nor the consummation by each of ParentPurchaser and/or its Subsidiaries, Purchaser and Purchaser's Subsidiary as applicable, of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective articles of incorporation or by-laws (or similar governing documents) of each of Parent, Purchaser or Purchaser's Subsidiaryits Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them its Subsidiaries or any of their respective properties or assets may be are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) or clause (iii), (iii) and (iv) such violations, breaches or defaults which as would not, individually or in the aggregate, not have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (APi Group Corp), Stock Purchase Agreement (CARRIER GLOBAL Corp)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (i) the Exchange Act, (ii) the HSR Act and state securities or blue sky laws(iii) the filing of the certificate of merger, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Parent or Purchaser's SubsidiaryMerger Sub, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Parent or Merger Sub of the Transactions or compliance by each of Parent, Purchaser Parent or Purchaser's Subsidiary Merger Sub with any of the provisions hereof of this Agreement will (ia) contravene or conflict with or result in any breach of any provision of the certificate respective Articles of incorporation Incorporation, Code of Regulations or by-laws other similar organizational documents of each of Parent, Purchaser Parent or Purchaser's SubsidiaryMerger Sub, (iib) require any filing withwith or any other action by or in respect of, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iiic) require any consent or other action by any Person under, result in a 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 accelerationacceleration or the loss of any benefit to which Parent or Merger Sub is entitled) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, approval, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries (including Merger Sub) is a party or by which any of them or any of their respective properties or assets may be bound, (d) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub or (ive) contravene, conflict with or violate or breach any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries (including Merger Sub) or any of their properties or assets, excluding from except in the foregoing clauses case of clause (iib), (iiic), (d) and or (iv) e)where failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary Parent and Merger Sub to consummate the Transactions or which arise from Merger and the regulatory status of Seller or the Business Subsidiariesother Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lamson & Sessions Co), Agreement and Plan of Merger (Thomas & Betts Corp)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the The execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof Ford will not (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws or similar organizational documents of each Ford or any of Parent, Purchaser or Purchaser's Subsidiaryits Subsidiaries, (ii) require Ford or any of its Subsidiaries to make any filing with, or Ford or any of its Subsidiaries to obtain any permit, authorization, consent or approval of, any Govern mental Governmental Entity, except for filings with any Governmental Entity in connection with an offering of securities pursuant to Article V hereof, (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, concession agreement, franchise agreement, license, contract, agreement or other instru ment instrument or obligation to which each Ford or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, Ford or any of their its Subsidiaries or any of their properties or assets, excluding from except, in the foregoing case of clauses (ii), (iii) and (iv) such ), for failures to make filings, or to obtain permits, authorizations, consents or approvals, or violations, breaches breaches, defaults, or defaults rights of termination, amendment, cancellation or acceleration, which would not, individually not prevent or in the aggregate, have a material adverse effect on materially hinder or delay the ability of each of Parent, Purchaser or Purchaser's Subsidiary Ford to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariesperform its obligations hereunder.
Appears in 2 contracts
Samples: Preferred Stockholders Agreement (Team Rental Group Inc), Preferred Stockholders Agreement (Budget Group Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky lawslaws and the NYBCL, none of neither the execution, delivery or performance of this Agreement by each of Parent, Parent or the Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent or the Purchaser and Purchaser's Subsidiary of the Transactions or nor compliance by each of Parent, Parent or the Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Parent or the certificate of incorporation or by-laws of each of Parent, Purchaser or the Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity with respect to the business carried on by Parent or its subsidiaries as of the date hereof, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, or any of its subsidiaries or the Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries its subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iiiii),(iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, its subsidiaries and the Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestaken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Environmental Systems Inc), Agreement and Plan of Merger (Philip Services Corp)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and Act, state securities or blue sky lawslaws and the DGCL, none of neither the execution, delivery or performance of this Agreement by each of Parent, Parent or the Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent or the Purchaser and Purchaser's Subsidiary of the Transactions or nor compliance by each of Parent, Parent or the Purchaser or Purchaser's Subsidiary with any of the provisions provi- sions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Parent or the certificate of incorporation or by-laws of each of Parent, Purchaser or the Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity with respect to the business carried on by Parent or its subsidiaries as of the date hereof, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, or any of its subsidiaries or the Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries its subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iiiii),(iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, its subsidiaries and the Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestaken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arbor Health Care Co /De/), Agreement and Plan of Merger (Extendicare Inc /Can/)
Consents and Approvals; No Violations. Except for the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and Act, the ATF, the United States Customs Service, state or foreign laws relating to takeovers, state securities or blue sky laws, none the DGCL, foreign antitrust laws or the laws of other states in which Parent or the Purchaser is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by each of Parent, Parent and the Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent and the Purchaser and Purchaser's Subsidiary of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Parent and the Purchaser or Purchaser's Subsidiary with any of the provisions hereof will shall (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of each or similar organizational documents of Parent, Purchaser any of its subsidiaries or the Purchaser's Subsidiary, (ii) require on the part of Parent or the Purchaser any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiiGovernmental Entity,(iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, any of its Subsidiaries or the Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or the Purchaser or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and or (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or the existence of such violations, breaches or defaults which defaults, would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries and the Purchaser taken as a whole and shall not materially impair the ability of each of Parent, Parent or the Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Societe Nationale D Exploitation Indus Des Tabacs Et Allumet), Agreement and Plan of Merger (Consolidated Cigar Holdings Inc)
Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Affiliates (including Parent) for the filingsexecution, permitsdelivery and performance by Purchaser of this Agreement or the consummation by Purchaser of the transactions contemplated by this Agreement, authorizations, consents and approvals as may be required under, and other except compliance with the applicable requirements of, the Exchange Act, of the HSR Act and state securities of any non-U.S. Antitrust Laws listed on Section 4.3 of the Purchaser Disclosure Schedule. Assuming compliance with the items described in the preceding sentence, and except as would not impair in any material respect the ability of Seller or blue sky lawsPurchaser, none as the case may be, to perform their respective obligations under this Agreement or prevent or materially delay the consummation of the Sale, neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance transactions contemplated by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof this Agreement will (ia) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective articles of incorporation or by-laws bylaws (or similar governing documents) of each of Parent, Purchaser or Purchaser's Subsidiaryany of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiib) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (ivc) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their respective properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.
Appears in 1 contract
Consents and Approvals; No Violations. Except as set forth in Section 3.3 of the Purchaser Disclosure Schedule and except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, (a) filings pursuant to the HSR Act (b) applicable requirements under federal and state securities or blue sky laws; (c) approvals of the FCC and the PUCs and (d) as described in this Agreement, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, ; (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary 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 ; (iviii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to each of ParentPurchaser, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assetsassets or (iv) require on the part of Purchaser any filing or registration with, excluding from notification to, or authorization, consent or approval of, any Governmental Entity; except in the foregoing case of clauses (ii), (iii) and or (iv) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals, the failure of which to obtain would not, individually or in the aggregate, not have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.Material Adverse Effect. SECTION 3.4
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required underNo filing with or notice to, and other applicable requirements no Permit, authorization, registration, consent or approval of, any Governmental Entity is required on the Exchange Act, the HSR Act and state securities part of Purchaser or blue sky laws, none any of its Subsidiaries for the execution, delivery and performance by Purchaser and/or its Subsidiaries, as applicable, of this Agreement or the Ancillary Agreement or the consummation by Purchaser and/or its Subsidiaries, as applicable, of the Transactions, except (a) compliance with any applicable requirements of any Antitrust Laws, (b) compliance with any Permits relating to the Business, or (c) any such filings, notices, Permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not have a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery and performance of this Agreement or the Ancillary Agreement by each of ParentPurchaser and/or its Subsidiaries, Purchaser or Purchaser's Subsidiaryas applicable, nor the consummation by each of ParentPurchaser and/or its Subsidiaries, Purchaser and Purchaser's Subsidiary as applicable, of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective Organizational Documents of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiaryits Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them its Subsidiaries or any of their respective properties or assets may be are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) or clause (iii), (iii) and (iv) such violations, breaches or defaults which as would not, individually or in the aggregate, not have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofset forth in Schedule 5.3 attached hereto, the Exchange Act, the HSR Act execution and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement and all other documents and agreements to be executed in connection herewith by each of the Seller and/or the Parent, Purchaser or Purchaser's Subsidiaryas the case may be, and the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby and thereby (a) will not violate or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of contravene any provision of the certificate Certificate of incorporation Incorporation or byBy-laws of each of the Seller or the Parent, Purchaser (b) will not violate or Purchaser's Subsidiarycontravene any statute, rule, regulation, order or decree of any public body or authority by which the Seller or the Parent is bound or by which either of them or any of their properties or assets are bound, (iic) will not require any filing with, or permit, authorization, consent or approval of, or the giving of any Govern mental Entitynotice to, any governmental or regulatory body, agency or authority, or any other Person and (iiid) will not result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Encumbrance, other than Permitted Encumbrances (excluding from the definition of Permitted Encumbrances any Encumbrances arising by operation of law), upon any of the termsassets of the Seller or the Parent under, conditions or provisions of any note, bond, mortgage, indenture, license, permit, agreement, lease, license, contract, franchise agreement or any other instru ment instrument or obligation to which each of Parent, Purchaser the Seller or Purchaser's Subsidiary the Parent is a party or by which any either of them or any of their respective properties or assets may is or will be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (iib), (iiic) and (ivd) such filings, notices, permits, consents and approvals, the absence of which, and violations, breaches or defaults which would notbreaches, individually or defaults, conflicts and Encumbrances the consequences of which, in the aggregate, would not have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller Condition or the Business SubsidiariesPurchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Camelot Music Holdings Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required underNo filing with or notice to, and other applicable requirements no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the Exchange Act, the HSR Act and state securities part of Purchaser or blue sky laws, none any of its Affiliates for the execution, delivery and performance by Purchaser and/or its Affiliates, as applicable, of this Agreement or any Ancillary Agreement or the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of any Competition Laws, (b) compliance with any Permits relating to the Business, (c) the FDA Letters or (d) any such filings, notices, Permits, the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by each of ParentPurchaser and/or its Affiliates, Purchaser or Purchaser's Subsidiaryas applicable, nor the consummation by each of ParentPurchaser and/or its Affiliates, Purchaser and Purchaser's Subsidiary as applicable, of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective Organizational Documents of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiaryits Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them its Affiliates or any of their respective properties or assets may be are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) or clause (iii), (iii) and (iv) such violations, breaches or defaults which as would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Osmotica Pharmaceuticals PLC)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other under applicable requirements of, of the Exchange 1933 Act, the HSR Act and state securities or blue sky laws, none any filings under transaction notification laws or regulations of Governmental Entities, no filing with or notice to, and no permit, authorization, consent or approval of, any United States (federal, state or local) or foreign court or tribunal, governmental or regulatory body, labor organization or administrative agency or authority (each, a "Governmental Entity") is necessary for the execution and delivery by each of the Sellers of this Agreement or the consummation by each of the Sellers of the transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Sellers nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Sellers of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the certificate Articles of incorporation Incorporation or by-laws Bylaws of each either of Parent, Purchaser or Purchaser's Subsidiarythe Sellers, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a violation or breach of, permit another party thereto to reprise or otherwise renegotiate, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien on the Acquisition Assets) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement assumed Contract or Seller Permit or other instru ment or obligation to Contract by which each of Parentthe Sellers, Purchaser the Acquisition Assets or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets the Business may be bound, or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Acquisition Assets, the Business or each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesSellers.
Appears in 1 contract
Samples: Asset Purchase Agreement (California Amplifier Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state or foreign laws relating to takeovers, state securities or blue sky laws, none the NYBCL, the laws of other states in which Parent or the Purchaser is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by each of Parent, Parent and the Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent and the Purchaser and Purchaser's Subsidiary of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Parent and the Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of each or similar organizational documents of Parent, Purchaser any of its subsidiaries or the Purchaser's Subsidiary, (ii) require on the part of Parent or the Purchaser any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Parent and its Subsidiaries taken as a whole, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, any of its Subsidiaries or the Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or the Purchaser or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and or (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of each of Parent, Parent or the Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from transactions contemplated hereby. Section 4.4 Information in Proxy Statement; Schedule 14D-9. None of the regulatory status of Seller information supplied by Parent or the Business Subsidiaries.Purchaser for inclusion or incorporation by reference in the Proxy Statement or the Schedule 14D-9 will, at the date mailed to shareholders and at the time of the meeting of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Section 4.5
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, the HSR Act and applicable non-U.S. laws with respect to foreign investment, antitrust and competition, Admission, the Purchaser Shareholder Approval and the rules and regulations of the London Stock Exchange and the UKLA, none of the execution, delivery or performance of this the Transaction Documents, the AISA Share Transfer Agreement, the Loan Agreement and the Placement Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions Closing, the transactions contemplated by the Loan Agreement or compliance the transactions contemplated by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof Placement Agreement will (ia) conflict with or result in any breach of any provision of the certificate any constitutional document of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, (iib) require any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iiic) result in a 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 cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which it or any of them its properties or assets may be bound, (d) violate any Law applicable to Purchaser, any of its Subsidiaries or any of their respective properties or assets may be bound, or (ive) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Encumbrance upon Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (iib), (iiic), (d) and (ive) such violations, breaches or breaches, defaults and Encumbrances which would not, individually or in the aggregate, either (i) have a Purchaser Material Adverse Effect or have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary ability to consummate the Transactions Closing or which arise from perform its obligations under any of the regulatory status of Seller Transaction Documents, the AISA Share Transfer Agreement, the Loan Agreement or the Business SubsidiariesPlacement Agreement or (ii) impede in any material respect or materially delay the consummation of the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Interpublic Group of Companies Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required underNo filing with, and other applicable requirements no permit, authorization, consent or approval of, the Exchange Actany court, the HSR Act and state securities tribunal or blue sky laws, none of Governmental Person is necessary for the execution, delivery or and performance of this Agreement by each SecurFone or of Parentthe transactions contemplated by this Agreement. Neither the execution, Purchaser or Purchaser's Subsidiary, delivery and performance of this Agreement by SecurFone nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary SecurFone of the Transactions or transactions contemplated hereby, nor compliance by each of Parent, Purchaser or Purchaser's Subsidiary SecurFone with any of the provisions hereof hereof, will (i) conflict with or result in any breach of any provision provisions of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of each SecurFone or the Certificate of Parent, Purchaser Incorporation or Purchaser's SubsidiaryBy-Laws of any of the SecurFone Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation cancellation, vesting, payment, exercise, acceleration, suspension or acceleration) underrevocation), any of the terms, conditions or provisions of any note, bond, mortgage, deed of trust, security interest, indenture, lease, license, contract, agreement agreement, insurance policy, plan or other instru ment instrument or obligation to which each SecurFone or any of Parent, Purchaser or Purchaser's Subsidiary the SecurFone Subsidiaries is a party or by which any of them or any of their respective properties or assets may be boundbound or affected, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of ParentSecurFone, Purchaser or Purchaser's Subsidiary, or any of their the SecurFone Subsidiaries or any of their properties or assets, excluding from (iv) result in the foregoing creation or imposition of any Lien on any asset of SecurFone or any SecurFone Subsidiary or (v) cause the suspension, termination or revocation of any certificates of need, accreditation, registrations, licenses, permits and other consents or approvals of Governmental Persons applicable to SecurFone or any SecurFone Subsidiary, except in the case of clauses (ii), (iii), (iv) and (ivv) such for violations, breaches breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or defaults revocations which would not, could not reasonably be expected to have individually or in the aggregate, have aggregate a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesSecurFone Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, of the Exchange HSR Act, neither the HSR Act execution and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will transactions contemplated hereby will: (ia) conflict with or result in any breach of any provision of the certificate Charter Documents of incorporation Buyer, Merger Sub, Blocker or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, Blocker Merger Sub; (iib) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (other than the filing of the Company Merger Certificate and the Blocker Merger Certificate); (c) violate, (iii) conflict with or result in a violation default (or breach ofany event which, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indentureother evidence of indebtedness, leaseguarantee, license, agreement, lease or other contract, agreement or other instru ment instrument or obligation to which each of ParentBuyer, Purchaser Merger Sub, Blocker or Purchaser's Subsidiary Blocker Merger Sub is a party or by which any of them Buyer, Merger Sub, Blocker or Blocker Merger Sub or any of their respective properties or assets may be bound, ; or (ivd) violate any Law, order, writ, injunction, decree, statute, rule injunction or regulation decree applicable to each of ParentBuyer, Purchaser Merger Sub, Blocker or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assetsBlocker Merger Sub, excluding from the foregoing clauses (iib), (iiic) and (ivd) such requirements, violations, breaches conflicts, defaults or defaults rights (i) which would not, individually or in the aggregate, have a material adverse effect on not adversely affect the ability of each of ParentBuyer, Purchaser or Purchaser's Subsidiary Merger Sub, Blocker and Blocker Merger Sub to consummate the Transactions transactions contemplated by this Agreement or (ii) which arise from become applicable as a result of any acts or omissions by, or the regulatory status of Seller or the Business Subsidiariesany facts pertaining to, Sellers.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (Hd Supply, Inc.)
Consents and Approvals; No Violations. Except for the filings, permits, authorizationsnotices, consents and approvals as may be required underunder the DGCL and the Bankruptcy Court Order, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, Parent and Merger Sub nor the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Merger Sub of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Purchaser or Purchaser's Subsidiary Parent and Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate their respective certificates of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiarylaws, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, or (iii) result in a 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, amendment, cancellation or accelerationacceleration of any right or obligation of the Parent or Merger Sub or to a loss of any benefit to which the Parent or Merger Sub is entitled) under, or result in the creation of any Encumbrance on any property or asset of the Parent or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each the Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them it or they or any of its or their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each Parent or by which any property or assets of Parent, Purchaser Parent is bound or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariesaffected.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genesis Health Ventures Inc /Pa)
Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Affiliates for the execution, delivery and performance by Purchaser and/or its Affiliates, as applicable, of this Agreement or any Ancillary Agreement or the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of the HSR Act and any applicable non-U.S. Competition Laws; (b) as may be necessary as a result of any facts or circumstances solely relating to Seller or any of its Affiliates or (c) any such filings, notices, permits, authorizations, registrations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the Exchange Actfailure to make or obtain would not reasonably be expected to have, individually or in the HSR Act and state securities or blue sky lawsaggregate, none a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by each of ParentPurchaser and/or its Affiliates, Purchaser or Purchaser's Subsidiaryas applicable, nor the consummation by each of ParentPurchaser and/or its Affiliates, Purchaser and Purchaser's Subsidiary as applicable, of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective articles of incorporation or by-laws (or similar governing documents) of each of Parent, Purchaser or Purchaser's Subsidiaryits Affiliates, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them its Affiliates or any of their respective properties or assets may be are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, any of its Affiliates or any of their Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) or clause (iii), (iii) and (iv) such violations, breaches or defaults which as would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for as set forth in Section 4.5 of the filingsDisclosure Letter, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Sellers nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Sellers of the Transactions or transactions contemplated hereby nor compliance by each of Parentthe Sellers, Purchaser the Acquired Companies or Purchaser's Subsidiary the Subsidiaries with any of the provisions hereof will shall (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws or similar organizational documents of each of Parentthe Sellers, Purchaser the Acquired Companies or Purchaser's Subsidiarythe Subsidiaries, (ii) require on the part of the Sellers, the Acquired Companies or the Subsidiaries any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) result in a 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 material note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation (including those agreements and obligations set forth in Section 4.16 of the Disclosure Letter) to which each of Parentthe Sellers with respect to the Business, Purchaser the Acquired Companies or Purchaser's Subsidiary the Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound (the "Material Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parentthe Sellers, Purchaser or Purchaser's Subsidiarythe Acquired Companies, or any of their the Subsidiaries or any of their respective properties or assets, excluding from the foregoing clauses (ii), (iii) and or (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or the existence of such violations, breaches or defaults which defaults, would not, individually or in the aggregate, have a material adverse effect on Business Material Adverse Effect, and which shall not materially impair the ability of each of Parent, Purchaser or Purchaser's Subsidiary the Sellers to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated hereby.
Appears in 1 contract
Samples: Purchase Agreement (Revlon Inc /De/)
Consents and Approvals; No Violations. Except (1) for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act Act, and state securities or blue sky state "Blue Sky" laws, (2) for filing of the Articles of Merger and (3) as otherwise set forth in Section 4.3 of the Parent Disclosure Schedule, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Parent or Purchaser's SubsidiaryMergerCo, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Parent or MergerCo of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser Parent or Purchaser's Subsidiary MergerCo with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate organizational documents of incorporation Parent or by-laws the articles of each organization or bylaws of Parent, Purchaser or Purchaser's SubsidiaryMergerCo, (iib) require any filing with, notice by, or permit, authorization, consent or approval of, any Govern mental state, federal, county, municipal, foreign or other government or governmental authority or by any court of competent jurisdiction (a "Governmental Entity"), (iiic) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser Parent or Purchaser's Subsidiary MergerCo is a party or by which any either of them or any of their respective properties or assets may be bound, or (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser Parent or Purchaser's Subsidiary, or any of their Subsidiaries MergerCo or any of their properties or assets, excluding from the foregoing clauses (iib), (iiic) and (ivd) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, (i) prevent or materially delay consummation of the Merger, (ii) otherwise prevent or materially delay performance by Parent or MergerCo of any of their obligations under this Agreement or (iii) have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesParent Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act and state securities or blue sky laws, none the HSR Act, and the filing and recordation of an articles of merger as required by the TBCA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Purchaser of this Agreement or the consummation by Purchaser of the Transactions, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Purchaser Material Adverse Effect. Neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate Articles of incorporation Incorporation or by-laws bylaws of each of Parent, Purchaser or any of Purchaser's SubsidiarySubsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or any of Purchaser's Subsidiary Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Purchaser's Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii), ) or (iii) and (iv) such for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for as set forth in Schedule 3.4, (a) the filings, permits, authorizations, consents execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Sellers and the Company and the consummation by each of Parent, Purchaser the Sellers and Purchaser's Subsidiary the Company of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will not: (i1) conflict with or result in any breach of violate any provision of the certificate Amended and Restated of incorporation Incorporation, as amended, or byBy-laws Laws of each the Company or any of Parentits Subsidiaries; (2) violate any statute, Purchaser ordinance, rule, regulation, order or Purchaser's Subsidiarydecree of any court or of any governmental or regulatory body, agency or authority applicable to such Seller or the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (ii3) require any filing with, or permit, authorization, consent or approval of, or the giving of any Govern mental Entitynotice to, any governmental or regulatory body, agency or authority, except with respect to the filing of a Form D pursuant to Rule 503 of Regulation D under the Securities Act and any corresponding state "blue sky filings"; or (iii4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, license, contract, franchise agreement or other instru ment instrument or obligation to which each the Company or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party party, or by which any of them it or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii3) and (iv4) such filings, notices, permits, consents and approvals the absence of which, and violations, breaches or defaults which would notbreaches, individually or defaults, conflicts and liens which, in the aggregate, would not have a material adverse effect on the ability Condition of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesCompany and its Subsidiaries taken as a whole.
Appears in 1 contract
Samples: Stock Purchase and Contribution Agreement (Emarketplace Inc)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the PNL Disclosure Schedule, and for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act and state securities or blue sky laws, none the HSR Act, the rules of the NASD, and the filing and recordation of the Merger Certificate as required by the NGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by PNL of this Agreement or the consummation by PNL of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on PNL. Neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, PNL nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary PNL of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of each PNL or any of Parent, Purchaser or PurchaserPNL's Subsidiarysubsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each PNL or any of Parent, Purchaser or PurchaserPNL's Subsidiary subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to each PNL or any of Parent, Purchaser or PurchaserPNL's Subsidiary, subsidiaries or any of their Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii), ) or (iii) and (iv) such for violations, breaches or defaults which would not, individually or in the aggregate, not have a material adverse effect Material Adverse Effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesPNL.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Plainview Laboratories Inc)
Consents and Approvals; No Violations. Except (a) for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act Act, the IBCA, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and state securities or blue sky lawsforeign and supranational laws relating to antitrust and anticompetition clearances, none of and (b) as may be required in connection with the Taxes described in Section 7.7, neither the execution, delivery or performance of this Agreement or the Support Agreements by each of Parent, Purchaser or Purchaser's Subsidiary, Parent and Sub nor the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Sub of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach of any provision of the respective certificate or articles of incorporation or by-laws of each of Parent, Purchaser Parent or Purchaser's SubsidiarySub, (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (except where the failure to make such filings or to obtain such permits, authorizations, consents or approvals, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or prevent or materially delay the consummation of the Merger), (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, are bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from except, in the foregoing clauses (ii), case of clause (iii) and or (iv) such violations), breaches for breaches, defaults, terminations, amendments, cancellations, accelerations or defaults which would notviolations that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on Parent or prevent or materially delay the ability consummation of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMerger.
Appears in 1 contract
Consents and Approvals; No Violations. Except No filing with or notice to, and no consent or approval of, any Governmental Entity is required on the part of Parent, Purchaser or any of their Affiliates for the filingsexecution, permitsdelivery and performance by Parent, authorizationsPurchaser and/or their Affiliates, consents and approvals as may be required underapplicable, and other applicable requirements ofof this Agreement or the Assignment Agreement or the consummation by Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) the Required Regulatory Approvals; or (b) any permit, declaration, filing, authorization, registration, consent or approval, the Exchange Actfailure to make or obtain would not reasonably be expected to have, individually or in the HSR Act aggregate, a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) and state securities or blue sky laws(b) of the preceding sentence, none of neither the execution, delivery or performance of this Agreement and the Assignment Agreement by each of Parent, Purchaser or Purchaser's Subsidiaryand/or their Affiliates, as applicable, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary and/or their Affiliates, as applicable, of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach or violation of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser ’s or Purchaser's Subsidiary’s Organizational Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement material Contract or other instru ment or obligation material Permit to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, any of their Affiliates or any of their Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing case of clauses (ii) or (iii), (iii) and (iv) such for breaches, violations, breaches defaults, Encumbrances or defaults which other rights that would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for applicable requirements of the filingsSecurities Act, permitsthe Exchange Act, authorizationsAntitrust Laws, consents the Communications Act, the filing and recordation of a certificate of merger, or a certificate of ownership and merger, as required by the NYBCL, any filings required by the Investment Canada Act, such filings and approvals as may be required underunder the "takeover" or "blue sky" Laws of various states, and other applicable requirements ofas contemplated by this Agreement and the Ancillary Agreements, neither the Exchange Act, the HSR Act execution and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement or the Ancillary Agreements by each of Parent, Parent or Purchaser or Purchaser's Subsidiary, (to the extent it is a party thereto) nor the consummation by each of Parent, Parent or Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach of any provision of the certificate of incorporation charter or by-laws of each of Parent, Purchaser Parent or Purchaser's Subsidiary, (ii) require on the part of Parent or Purchaser any filing with, or the obtaining of any permit, authorization, consent or approval of, any Govern mental Entitygovernmental or regulatory authority or any third party, (iii) result in a 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 amendment, cancellation, acceleration or accelerationpayment, or to the creation of a lien or encumbrance) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leaseother evidence of indebtedness, guarantee, license, contract, agreement or other instru ment contract, instrument or contractual obligation to which each of Parent, Purchaser or Purchaser's Subsidiary any of their respective Subsidiaries is a party or by which any of them or any of their respective properties or assets Assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties Assets, except for such requirements, defaults, rights or assets, excluding from the foregoing violations under clauses (ii), (iii) and (iv) such violations, breaches or defaults above which would not, individually or not in the aggregate, aggregate have a material adverse effect on the ability of each of Parent, Parent or Purchaser or Purchaser's Subsidiary to consummate the Transactions Offer and the Merger. SECTION 5.4. INFORMATION STATEMENT; SCHEDULE 14D-9. Neither the Offer Documents nor any other document filed or to be filed by or on behalf of Parent or Purchaser with the SEC or any other governmental entity in connection with the transactions contemplated by this Agreement contained when filed or will, at the respective times filed with the SEC or other governmental entity, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which arise from they were made, not misleading; provided, that the regulatory status foregoing shall not apply to information supplied by or on behalf of Seller the Company specifically for inclusion or the Business Subsidiaries.incorporation by reference in any such document. The Offer Documents will comply as to form in all material respects with 22
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lockheed Martin Corp)
Consents and Approvals; No Violations. Except for the FCC Order and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, under the HSR Act and state securities or blue sky lawsAct, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary 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 (iv) violate the Communications Act or any order, writ, injunction, decree, statute, rule or regulation applicable to each of ParentPurchaser, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary ability to consummate the Transactions perform its obligations hereunder or which arise from the regulatory status of Seller Seller, TV or the Business Subsidiaries.License Co.
Appears in 1 contract
Samples: Stock Purchase Agreement (Granite Broadcasting Corp)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other (i) any applicable requirements ofof the Securities Act, the Exchange Act, the HSR Act Act, Nasdaq and any applicable filings under state securities securities, "Blue Sky" or blue sky takeover laws, none and (ii) the filing of the Certificate of Merger as required by the DGCL, no filing or registration with, and no permit, authorization, consent or approval of, any public body or authority is necessary or required in connection with the execution and delivery of this Agreement by Parent or Merger Sub, or for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance transactions contemplated hereby by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof Parent and Merger Sub will (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation or by-laws Bylaws of each of Parent, Purchaser Parent or Purchaser's SubsidiaryMerger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement Contract or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which it or any of them or any of their respective properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, Parent or any of their its Subsidiaries or any of their properties or assetsassets except, excluding from in the foregoing clauses case of subsections (ii), ) and (iii) and (iv) such above, for violations, breaches or defaults which that would not, individually or in the aggregate, not have a material adverse effect Material Adverse Effect on Parent and that will not prevent or delay the ability consummation of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required underNo filing with or notice to, and other applicable requirements no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the Exchange Act, the HSR Act and state securities or blue sky laws, none part of Purchaser for the execution, delivery and performance by Purchaser of this Agreement or the Ancillary Agreements to which Purchaser is a party or the consummation by Purchaser of the Transactions, except compliance with the applicable requirements of any applicable Antitrust Laws. Assuming compliance with the item described in the preceding sentence, neither the execution, delivery and performance of this Agreement or the Ancillary Agreements to which Purchaser is a party by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (ia) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective articles of incorporation or by-laws bylaws (or similar governing documents) of each of Parent, Purchaser or Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiib) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) ), give rise to a loss of benefit, or give rise to a purchase right, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation material Contract to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective its properties or assets may be bound, bound or (ivc) violate violate, give rise to a loss of benefit under or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing cases of clauses (ii), (iiib) and (iv) c), for such breaches, violations, breaches infringements or defaults which Liens that would notnot reasonably be expected to have, individually or in the aggregate, (i) prevent, materially impede or delay the consummation of the Transactions or (ii) have a material adverse effect on the Purchaser’s ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariesperform its obligations under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Differential Brands Group Inc.)
Consents and Approvals; No Violations. Except No consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the performance by each of Parent and Purchaser of its obligations under this Agreement, other than such other consents, approvals, filings, permitsdeclarations or registrations that, authorizationsif not obtained, consents made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Parent or Purchaser of any of its obligations under this Agreement. Neither the execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Parent or Purchaser's Subsidiary, nor the consummation performance by each of ParentParent or Purchaser with its obligations under this Agreement, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (iA) conflict with or result in any breach of violate any provision of the certificate organizational documents of incorporation Parent or by-laws Purchaser or (B) (x) violate any Law, judgment, writ or injunction of each any Governmental Authority applicable to Parent or Purchaser or any of Parent, Purchaser ’s or Purchaser's Subsidiary’s properties or assets, or (iiy) require any filing violate, conflict with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellation accelerate the performance required by, or acceleration) result in the creation of any Lien upon any of the properties or assets of, Parent or Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leasedeed of trust, license, contractpermit, lease, agreement or other instru ment instrument or obligation DAL02:613863.4 5 to which each of Parent, Parent or Purchaser or Purchaser's Subsidiary is a party party, or by which any of them Parent or Purchaser or any of their respective Parent’s or Purchaser’s properties or assets may be boundbound or affected, or except, in the case of clause (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (iiB), (iii) and (iv) for such violations, breaches conflicts, losses, defaults, terminations, cancellations, accelerations or defaults which Liens as would not, individually or in the aggregate, have a material adverse effect on reasonably be expected to prevent or materially delay the ability performance by Parent or Purchaser of each any of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariesits obligations under this Agreement.
Appears in 1 contract
Consents and Approvals; No Violations. Except for as set forth in Section 3.3 of the filingsDisclosure Schedule being delivered by Seller to Buyer herewith (the "Disclosure Schedule"), permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Seller of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (ia) conflict with or result in any breach or violation of any provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of each of Parent, Purchaser or Purchaser's Subsidiary, Seller; (iib) require any filing or registration with, or notice or declaration to, or the obtaining of any permit, license, authorization, consent or approval of, any Govern mental Entityfederal or state governmental or regulatory authority whether within or outside the United States; (c) violate, (iii) conflict with or result in a violation default (or breach ofany event which, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or result in any termination, cancellation or acceleration or give rise to any such right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement other evidence of indebtedness or other instru ment or obligation guarantee to which each of Parent, Purchaser or Purchaser's Subsidiary Seller is a party or by which the Business, Seller or any of its assets, so far as they relate to the Assets or the Business, is subject or by which any of them or any of their respective properties or assets may be bound, or ; (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parentthe Business, Purchaser or Purchaser's SubsidiarySeller, or any of their Subsidiaries its respective assets or properties, or (e) result in the creation or imposition of any liens, pledges, mortgages, charges, claims or other encumbrances ("Liens") upon any properties, assets or business, so far as they relate to the Assets or the Business, of their properties Seller or assetsthe Business, excluding from the foregoing clauses (iib), (iiic), (d) and (ive) such violationsrequirements, breaches conflicts, defaults, rights, Security Interests (as defined in Section 3.6 hereof), Liens or defaults violations which would not, individually or in the aggregate, not have a material adverse effect on Material Adverse Effect and would not materially adversely affect the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.to
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none the HSR Act and the filing and recordation of a Certificate of Merger as required by the GBCC, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Purchaser or Acquisition Sub of this Agreement or the consummation by Purchaser or Acquisition Sub of the Merger, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Purchaser Material Adverse Effect. Neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's SubsidiaryAcquisition Sub, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Acquisition Sub of the Transactions or compliance by each of ParentMerger, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate Certificate or Articles of incorporation Incorporation or by-laws Bylaws of each of Parent, Purchaser or Purchaser's SubsidiaryAcquisition Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiib) result in a 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, amendment, cancellation or acceleration) or require any consent pursuant to, or result in the creation of any Lien on any asset of Purchaser or Acquisition Sub under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary Acquisition Sub is a party or by which any either of them or any of their respective properties or assets may be bound, bound or (ivc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, Acquisition Sub or any of their Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii), b) or (iiic) and (iv) for any such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.breaches,
Appears in 1 contract
Consents and Approvals; No Violations. Except as set forth on Section 4.3 of the Purchaser Disclosure Schedule, no filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Affiliates for the execution, delivery and performance by Purchaser or its Affiliates, as applicable, of this Agreement or the Ancillary Agreements or the consummation by Purchaser or its Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of the HSR Act, (b) compliance with any Permits relating to the Business (including any transfer requirements), or (c) any such filings, notices, permits, authorizations, registrations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the Exchange Actfailure of which to make or obtain would not reasonably be expected to have, individually or in the HSR Act and state securities or blue sky lawsaggregate, none a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiarythe Ancillary Agreements by Purchaser or any applicable Affiliates thereof, nor the consummation by each of ParentPurchaser or any applicable Affiliate thereof, Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby or compliance by each of Parentthereby, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will shall (i) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective governing documents of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiaryany of its Affiliates, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary any of its Affiliates is a party or by which any of them or any of their respective properties or assets may be are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, any of its Affiliates or any of their Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) or clause (iii), (iii) and (iv) such violations, breaches or defaults which as would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except No filing with or notice to, and no approval, consent, authorization or other Permit of or from, any Governmental Entity is required on the part of Purchaser or German Purchaser for the filingsexecution and delivery of this Agreement or any Ancillary Agreement, permitsthe performance of their obligations hereunder and, authorizationsas applicable, consents and approvals as may be required underthereunder, and other the consummation of the transactions contemplated thereby or thereby, except compliance with the applicable requirements of, the Exchange Act, of the HSR Act and state securities any non-U.S. Antitrust Laws or blue sky lawsother Laws listed on Section 3.4 of the Seller Disclosure Schedule. Assuming compliance with the items described in the preceding sentence, none of neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, German Purchaser (as applicable) (nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary or German Purchaser (as applicable) of the Transactions transactions contemplated hereby or compliance by each of Parentthereby), Purchaser or Purchaser's Subsidiary with any of the provisions hereof as applicable, will (ia) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective articles of incorporation or by-laws bylaws (or similar Organizational Documents) of each of ParentPurchaser, German Purchaser or Purchaser's Subsidiaryany of their respective Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiib) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of ParentPurchaser, German Purchaser or Purchaser's Subsidiary any of their respective Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of ParentPurchaser, German Purchaser or Purchaser's Subsidiary, or any of their respective Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing case of each of clauses (ii), (iiib) and (ivc), for conflicts, breaches, violations or infringements that would not reasonably be expected to (i) such violationsprevent, breaches hinder or defaults which would not, individually delay any of the transactions contemplated hereby or in the aggregate, (ii) have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary German Purchaser to consummate perform their obligations under this Agreement and the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariesapplicable Ancillary Agreements.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act Act, the laws of the State of Illinois, the laws of other states in which Parent is qualified to do or is doing business and state securities or blue sky takeover laws, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, Parent and Sub nor the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Sub of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws declaration of each trust or bylaws of Parent, Purchaser or Purchaser's SubsidiaryParent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Merger), (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, leasepermit, concession, franchise, license, lease, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries its subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii), (iii) and (iv) such for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on be reasonably expected to prevent or materially delay the ability consummation of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chicago Dock & Canal Trust)
Consents and Approvals; No Violations. Except for ------------------------------------- consents that will have been received prior to the filingsClosing and those set forth on Schedule 2.12 and filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, permitsas amended (thx "XXX Xxx"), authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of xxxther the execution, ------- delivery or performance of this Agreement or the Ancillary Agreements by each of Parent, Purchaser or Purchaser's Subsidiary, Seller nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Seller of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (ia) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or by-laws of each of ParentSeller; (b) conflict with, Purchaser result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or Purchaser's Subsidiarycancel, (ii) or require any filing withnotice or consent under any agreement, contract, lease, license, instrument, or permit, authorization, consent or approval of, other arrangement to which any Govern mental Entity, of the Purchased Assets is subject; (iiic) result in a violation the creation of any liens, charges, mortgages, security interest or breach ofother encumbrance (other than encumbrances arising out of this Agreement or restrictions imposed by federal or state securities or other Law) (collectively, or constitute (with or without due notice or lapse "Encumbrances") upon any of time or both) a default (or give rise to any right of terminationthe ------------ Purchased Assets, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary Seller is a party or by which any of them or any of their respective properties or assets may be bound, or ; (ivd) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation (collectively, "Law") applicable to each of Parent, Purchaser or Purchaser's Subsidiary, Seller or any of their Subsidiaries or any of their the properties or assetsassets of the Business --- or (e) require on the part of Seller any filing or registration with, excluding from notification to, or authorization, consent or approval of, any federal, state, local or foreign court, legislative, executive or regulatory authority or agency (each of the foregoing foregoing, a "Governmental Entity"); except in the case of clauses ------------------- (iib), (iiic), (d) and or (ive) for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not, individually or in the aggregate, not have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Parent or Merger Sub or any of their Subsidiaries for the filingsexecution, permitsdelivery and performance by Parent and Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, authorizations, consents and approvals as may be required under, and other than (i) pursuant to the applicable requirements of, of the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger pursuant to the DGCL, (iii) compliance with the HSR Act and state securities Act, or blue sky (iv) compliance with any applicable requirements of laws, none of rules and regulations in other foreign jurisdictions governing antitrust or merger control matters. Neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser Parent or Purchaser's Subsidiary, Merger Sub nor the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Merger Sub of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (iA) conflict with or result in any breach breach, violation or infringement of any provision of the respective certificate of incorporation or by-laws (or similar governing documents) of each of Parent, Purchaser Parent or Purchaser's SubsidiaryMerger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiiB) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser Parent or Purchaser's Subsidiary Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound, (C) change the rights or obligations of any party under any Contract, or (ivD) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to each Parent or Merger Sub, except in the case of Parent(B) or (C) for breaches, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches infringements, defaults or defaults changes which would not, individually or in the aggregate, have a material adverse effect on reasonably be expected to prevent or materially delay or materially impair the ability of each of Parent, Purchaser Parent or Purchaser's Subsidiary Merger Sub to consummate the Transactions or which arise from Merger and the regulatory status of Seller or the Business Subsidiariesother transactions contemplated by this Agreement.
Appears in 1 contract
Consents and Approvals; No Violations. Except as set forth in Section 3.3 of the written statement delivered by Purchaser to Seller at or prior to the execution of the Agreement (the "Purchaser Disclosure Schedule") and except for (a) filings pursuant to the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange HSR Act, (b) approvals or consents of Governmental Entities under insurance holding company laws of the HSR states in which the Seller Subsidiaries are domiciled, (c) filings required pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, (d) approval by Purchasers' stockholders and state securities or blue sky laws(e) matters specifically described in this Agreement, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of violate any provision of the certificate of incorporation incorporation, bylaws or by-laws other organizational documents of each of Parent, Purchaser or Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary 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 (iviii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to each of ParentPurchaser, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assetsassets or (iv) require on the part of Purchaser any filing or registration with, excluding from notification to, or authorization, consent or approval of, any Governmental Entity except in the foregoing case of clauses (ii), (iii) and or (iv) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain would not, individually or in the aggregate, not have a material adverse effect on Purchaser Material Adverse Effect and would not materially adversely affect the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Superior National Insurance Group Inc)
Consents and Approvals; No Violations. Except for (a) filings pursuant to the filingsHSR Act, permits, authorizations, consents and approvals as may be required under, and other (b) applicable requirements of, under the Exchange Act, (c) the HSR Act and state securities filing of the Certificate of Merger, (d) applicable requirements under "takeover" or "blue sky lawssky" laws of various states, none of or (e) as described in this Agreement, neither the execution, delivery or performance of this Agreement by each of Parent, Parent and the Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent and the Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of violate any provision of the certificate of incorporation charter or by-laws or other comparable constituent documents of each of Parent, Purchaser Parent or the Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a violation or breach of, or result in any loss of benefit or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration or accelerationmodification) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, or (iviii) violate any order, writ, injunctionjudgment, decree, statute, rule injunction or regulation decree applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from (iv) violate any law, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, or (v) require on the foregoing part of Parent or the Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity, except in the case of clauses (ii), (iii) and (iv) or (v) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not, individually or in the aggregate, have a material adverse effect on not materially adversely affect the ability of each of Parent, Parent and the Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Instruments Inc)
Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Affiliates for the filingsexecution, permitsdelivery and performance by Purchaser and/or its Affiliates, authorizationsas applicable, consents and approvals of this Agreement or any Ancillary Agreement or the consummation by Purchaser and/or its Affiliates, as may be required underapplicable, and other of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of, the Exchange Act, of the HSR Act and state securities any non-U.S. Competition Laws set forth on Section 4.3 of the Purchaser Disclosure Schedule; (b) compliance with the Permits set forth on Section 4.3 of the Purchaser Disclosure Schedule; or blue sky laws(c) as set forth on Section 4.3 of the Purchaser Disclosure Schedule. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, none and except as set forth on Section 4.3 of the Purchaser Disclosure Schedule, neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by each of ParentPurchaser and/or its Affiliates, Purchaser or Purchaser's Subsidiaryas applicable, nor the consummation by each of ParentPurchaser and/or its Affiliates, Purchaser and Purchaser's Subsidiary as applicable, of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (i) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective articles of incorporation or by-laws (or similar governing documents) of each of Parent, Purchaser or Purchaser's Subsidiaryits Affiliates, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation material Contract to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them its Affiliates or any of their respective properties or assets may be are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, any of its Affiliates or any of their Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) or clause (iii), (iii) as would not reasonably be expected to be material to Purchaser and (iv) such violationsits Subsidiaries, breaches taken as a whole, or defaults which would not, individually or in the aggregate, have a material materially adverse effect on to the ability of each of ParentPurchaser to consummate, or materially delay the consummation by Purchaser or Purchaser's Subsidiary to consummate of, the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated by this Agreement.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements ofdelivery of this Agreement, the Exchange ActSeller Notes and the Seller Security Documents by each Purchaser party to such Seller Note or Seller Security Document and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the HSR Act and state securities or blue sky laws, none issuance of the execution, delivery Shares) (a) will not violate or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of contravene any provision of the certificate Certificate of incorporation Incorporation or byBy-laws of each of Parent, Purchaser or any Purchaser's Subsidiary, (iib) will not violate or contravene any statute, rule, regulation, order or decree of any public body or authority by which any Purchaser is bound or by which any of its properties or assets are bound, (c) will not require any filing with, or permit, authorization, consent or approval of, or the giving of any Govern mental Entitynotice to (including any filings under the HSR Act), any governmental or regulatory body, agency or authority or any other Person; provided that such representation with respect to filings required to be made under the HSR Act is made in reliance upon the Sellers' representation in Section 4.26; and (iiid) will not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Encumbrance upon any of the interests of any Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, license, contract, franchise agreement or any other instru ment instrument or obligation to which each of Parent, any Purchaser or Purchaser's Subsidiary is a party party, or by which any of them or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (iib), (iiic) and (ivd) such filings, notices, permits, consents and approvals, the absence of which, and violations, breaches or defaults breaches, defaults, conflicts and Encumbrances, which would notnot prevent such Purchaser from performing its obligations under this Agreement, individually any Seller Note or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of any Seller Security Document or the Business Subsidiariesconsummation of the transactions contemplated hereby and thereby.
Appears in 1 contract
Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the representations and warranties contained in Section 3.5, no material notices to, filings with, or authorization, consent or approval of any Governmental Entity is necessary for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance by Purchaser of this Agreement by each of Parent, or the Ancillary Documents to which Purchaser is a party or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby or thereby, except for compliance with and filings under the HSR Act and applicable requirements, if any, of federal securities laws or state “blue sky” laws. Neither the execution, delivery or performance by each Purchaser of Parent, this Agreement and the Ancillary Documents to which Purchaser or Purchaser's Subsidiary with any is a party nor the consummation by Purchaser of the provisions hereof transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of ParentPurchaser’s Governing Documents, Purchaser or Purchaser's Subsidiaryas applicable, (iib) require any filing withexcept as set forth on Schedule 5.3, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, material agreement or other instru ment or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them Purchaser or any of their respective its properties or assets may be bound, or (ivc) violate in any respect any order, writ, injunction, decree, law, statute, rule or regulation applicable to each of Parent, Purchaser or any Governmental Entity having jurisdiction over Purchaser's Subsidiary, or (d) except with respect to Permitted Liens, result in the creation of any Lien upon any of their Subsidiaries the properties or assets of Purchaser, which in the case of any of their properties or assets, excluding from the foregoing clauses (iib), (iiic) and or (ivd) such violationsabove, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on of Purchaser’s consummation of the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller transactions contemplated by this Agreement or the Business SubsidiariesAncillary Documents in a timely manner, or prevent or materially delay Purchaser’s timely performance of its obligations under this Agreement or any of the Ancillary Documents.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, (ii) require any filing withconsent, approval or notice under, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (iii) require any filing with, or permit, authorization, consent or approval of, any Government Entity or other Person (including consents from parties to loans, contracts, leases and other material agreements to which Purchaser is a party) or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of ParentPurchaser, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) ), such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary ability to consummate the Transactions or which arise from the regulatory status of Seller the Company or the Business Company Subsidiaries.
Appears in 1 contract
Samples: Stock and Mortgage Loan Purchase Agreement (American Home Mortgage Investment Corp)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, of the HSR Act and state securities or blue sky laws, none as set forth in Section 3.2 of the executionBuyer Disclosure Schedule, neither the execution and delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Related Agreements nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Parent or the Buyer of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contem- plated hereby and thereby will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser the Parent or Purchaser's Subsidiary, the Buyer; (iib) require on the part of the Parent or the Buyer any material filing with, or the obtaining of any material permit, license, action, waiver, authorization, consent consent, filing, registration or approval of, any Govern mental Entity, governmental or regulatory authority; (iiic) result in a violation or material breach of, or constitute (a material default under, or violate or conflict with or without due notice or lapse of time or both) a default (or give rise to any material right of amendment, termination, cancellation or acceleration) under, or to a loss of any benefit to which the Parent or the Buyer is entitled, under any of the terms, conditions or provisions of any note, bond, mortgage, indentureother evidence of indebtedness, leaseguarantee, license, agreement, lease or other contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser the Parent or Purchaser's Subsidiary the Buyer is a party or by which any of them the Parent or the Buyer or any of their respective properties the assets of the Parent or assets the Buyer may be bound, bound or (ivd) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser the Parent or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assetsthe Buyer, excluding from the foregoing clauses (iib), (iiic) and (ivd) such violationsrequirements, breaches defaults, rights or defaults violations which (X) become applicable as a result of any acts or omissions by, or any facts specifically relating to, the Seller, or (Y) would not, individually or in the aggregate, not have a material adverse effect on the ability of each of Parent, Purchaser the Parent or Purchaser's Subsidiary the Buyer to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violations. Except as set forth in ------------------------------------- Section 4.4 of the Chesapeake Disclosure Schedule delivered in connection with the Merger Agreement, no filing with or notification to, and no permit, authorization, consent, waiver or approval of, any Governmental Entity, is necessary for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities consummation by Purchaser or blue sky laws, none Chesapeake of the executiontransactions contemplated by this Agreement. Except as set forth in Section 4.4 of the Chesapeake Disclosure Schedule, neither the execution and delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, Chesapeake nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Chesapeake of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Purchaser or Purchaser's Subsidiary Chesapeake with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation or byBy-laws of each of Parent, Purchaser or PurchaserChesapeake or any of Chesapeake's Subsidiarysubsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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 accelerationacceleration or result in the creation of any Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each Chesapeake or any of Parent, Purchaser or Purchaser's Subsidiary its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation statute applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries Chesapeake or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and or (iv) such violationsresult in a violation of any rule or regulation applicable to Purchaser or Chesapeake or any of their properties or assets, breaches or defaults which would notunless, individually or in the aggregatecase of this subsection (iv) only, have such violation would not result in a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller Chesapeake or the Business SubsidiariesAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Chesapeake Utilities Corp)
Consents and Approvals; No Violations. Except for filings pursuant to the filingsHart-Scott-Rodino Antitrust Improvements Act of 1976, permitsas amendex (xxx "XXX Xxx"), authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of neither the execution, delivery or performance of this Agreement and the Ancillary Agreements by each of Parent, Purchaser or Purchaser's Subsidiary, Sellers nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Sellers of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof thereby will (ia) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or by-laws of each of Parent, Purchaser any Seller or Purchaser's Subsidiary, any Transferred Company; (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiib) result in a 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), or result in the creation of any Encumbrance upon any of the Shares, the Purchased Assets or any of the Transferred Companies' assets or properties, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser any Seller or Purchaser's Subsidiary any Transferred Company is a party or by which any of them or any of their respective properties or assets may be bound, or ; (ivc) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation (collectively, "Law") applicable to each of Parent, Purchaser or Purchaser's Subsidiary, any Seller or any of their Subsidiaries Transferred Company or any of their properties or assetsassets or (d) require on the part of any Seller or affiliate of a Seller or any Transferred Company any filing or registration with, excluding from notification to, or authorization, consent or approval of, any federal, state or local court, legislative, executive or regulatory authority or agency, including, without limitation, the foregoing Federal Communications Commission ("FCC") and the Illinois Commerce Commission ("ICC" and each of the foregoing, a "Governmental Entity"); except in the case of clauses (iib), (iiic) and or (ivd) for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, (x) would not, individually or in the aggregate, not have a material adverse effect on Business Material Adverse Effect and would not materially adversely affect the ability of each of Parent, Purchaser or Purchaser's Subsidiary Sellers to consummate the Transactions transactions contemplated by this Agreement or (y) would become applicable as a result of the business or activities in which arise from Purchaser is or proposes to be engaged (if different than the regulatory current business or activities of the Business) or as a result of any acts or omissions by, or the status of Seller or the Business Subsidiariesany facts pertaining to, Purchaser.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, ------------------------------------- permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange HSR Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement or the other Transaction Documents to which it is or will be a party by each of Parent, Purchaser or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or the other transactions contemplated hereby or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, (iib) require any filing with, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iiic) result in a 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 note, bond, mortgage, indenture, lease, license, permit, franchise, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary 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 (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of ParentPurchaser, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (iib), (iiic) and (iv) d), such violations, breaches or defaults which (A) would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary ability to consummate the Transactions or (B) would become applicable solely as a result of the business or activities in which arise from the regulatory status Seller is or proposes to be engaged or solely as a result of Seller any acts or the Business Subsidiariesomissions pertaining specifically to Seller.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals Permits as may be required under, and other applicable requirements of, the Exchange Securities Act, the HSR Exchange Act and applicable foreign and state securities or blue sky lawslaws and the HSR Act, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Company nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Company of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the certificate Organizational Documents of incorporation the Company or by-laws any of each of Parent, Purchaser or Purchaser's Subsidiaryits material Subsidiaries, (iib) require the Company to make any filing with, provide any notice to, or permitobtain any Permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (except where the failure to obtain such Permit, authorization, consent or approval or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement), (iiic) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (d) except as set forth on Schedule 3.3(d), result in a violation or breach of, require any --------------- notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationright of non-renewal or require any prepayment or offer to purchase any debt) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Material Contract to which each the Company or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which the Company's or any of them its Subsidiaries' properties or assets may be bound, (e) violate any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, or (ivf) violate result in the loss, forfeiture, revocation, termination or diminution of any orderPermit, writ, injunction, decree, statute, rule or regulation applicable to each except in the case of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (iib), (iiic), (d), (e) and (iv) such f), for violations, breaches breaches, defaults, losses, forfeitures, revocations, terminations or defaults diminutions which would not, individually or in the aggregate, have cause a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 1 contract
Samples: Subscription and Exchange Agreement (Boss Investment LLC)
Consents and Approvals; No Violations. Except No Permit of, with or from, any Governmental Entity is required on the part of any Buyer or the Buyer Parent for the filingsexecution and delivery by any Buyer of this Agreement, permitsany Transaction Agreement to which it is a party, authorizationsthe performance of its respective obligations hereunder or thereunder (as applicable) and the consummation of the Transactions, consents and approvals as may be required under, and other except compliance with any applicable requirements of, the Exchange Act, of the HSR Act and state securities or blue sky lawsany other Antitrust Law or in connection with seeking CFIUS Approval or any other Requisite Governmental Approval. Assuming compliance with the items described in the preceding sentence, none of neither the execution, delivery or and performance of this Agreement or any other Transaction Agreement by each of Parent, Purchaser the Buyer Parent or Purchaser's Subsidiary, any Buyer (as applicable) nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Buyer Parent or any Buyer of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (ia) conflict with or result in any breach breach, violation or infringement of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiaryits respective Organizational Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiib) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of or to notice, consent, termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser the Buyer Parent or Purchaser's Subsidiary any Buyer is a party or by which (c) violate any Law applicable to the Buyer Parent or any Buyer, except in the case of each of sub-clauses (b) and (c), for breaches, violations, defaults, Liens, rights or infringements that would not reasonably be expected to (i) prevent, hinder or materially delay any of them the Transactions or (ii) impair the ability of the Buyer Parent or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable the Buyers to each of Parent, Purchaser or Purchaser's Subsidiary, perform its obligations under this Agreement or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults Transaction Agreements to which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariesit is party.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (i) the Exchange Act, the HSR Securities Act and state securities or state “blue sky lawssky” laws and (ii) the HSR Act or any other antitrust Laws and (b) the filing of the Certificate of Merger, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Parent or Purchaser's SubsidiaryMerger Sub, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Parent or Merger Sub of the Transactions Transaction or compliance by each of Parent, Purchaser Parent or Purchaser's Subsidiary Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate organizational documents of incorporation Parent or by-laws of each of Parent, Purchaser or Purchaser's SubsidiaryMerger Sub, (ii) require any filing by Parent or Merger Sub with, notice to, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) result in a violation or breach by Parent or Merger Sub 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 loan note, bond, mortgage, credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each Parent or Merger Sub or any of Parent, Purchaser or Purchaser's Subsidiary their respective Subsidiaries is a party or by which any of them or any of their the respective properties or assets of any of the foregoing may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assetsLaw, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, have (A) prevent or materially delay consummation of the Transaction, (B) otherwise prevent or materially delay performance by Parent or Merger Sub of its material obligations under this Agreement or (C) reasonably be expected to constitute a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesParent Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and Act, the TBCA, the NJBCA, state securities or blue sky laws and, the laws of other states in which Parent or the Purchaser is qualified to do or is doing business and applicable state takeover laws, none of neither the execution, delivery or performance of this Agreement by each of Parent, Parent and the Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent and the Purchaser and Purchaser's Subsidiary of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Parent and the Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of each of Parent, Purchaser or Parent and the Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Parent and its Subsidiaries, taken as a whole), (iii) result in a 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 note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesParent and its Subsidiaries taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Key Energy Group Inc)
Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the representations and warranties contained in Section 3.5, no material notices to, filings with, or authorization, consent or approval of any Governmental Entity is necessary for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance by Purchaser of this Agreement by each of Parent, or the Ancillary Documents to which Purchaser is a party or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby or thereby, except for compliance with and filings under the HSR Act and applicable requirements, if any, of federal securities laws or state “blue sky” laws. Neither the execution, delivery or performance by each Purchaser of Parent, this Agreement and the Ancillary Documents to which Purchaser or Purchaser's Subsidiary with any is a party nor the consummation by Purchaser of the provisions hereof transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of ParentPurchaser’s Governing Documents, Purchaser or Purchaser's Subsidiaryas applicable, (iib) require any filing withexcept as set forth on Schedule 5.3, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, material agreement or other instru ment or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them Purchaser or any of their respective its properties or assets may be bound, or (ivc) violate in any respect any order, writ, injunction, decree, law, statute, rule or regulation applicable to each of Parent, Purchaser or any Governmental Entity having jurisdiction over Purchaser's Subsidiary, or (d) except with respect to Permitted Liens, result in the creation of any Lien upon any of their Subsidiaries the properties or assets of Purchaser, which in the case of any of their properties or assets, excluding from the foregoing clauses (iib), (iiic) and or (ivd) such violationsabove, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on of Purchaser’s consummation of the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller transactions contemplated by this Agreement or the Business SubsidiariesAncillary Documents in a timely manner, or prevent or materially delay Purchaser’s timely performance of its obligations under this Agreement or any of the Ancillary Documents.
Appears in 1 contract
Consents and Approvals; No Violations. Except (a) for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofof the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, the HSR Act and state or foreign laws relating to takeovers, state securities or blue sky laws, none state insurance laws and the regulations promulgated thereunder, certain state and local regulatory filings relating to insurance companies, health maintenance organizations, prepaid dental plans or dental practice management and similar matters and the filing of the Certificate of Merger as required by the DGCL (collectively, the "Governmental Requirements"), or (b) where the failure to make any filing with, or to obtain any permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority (a "Government Entity") would not prevent or delay the consummation of the Merger, or otherwise prevent Purchaser or Sub from performing their respective obligations under this Agreement, and would not individually or in the aggregate have a Purchaser Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution, delivery and performance of this Agreement by Purchaser and Sub and the consummation of the transactions contemplated by this Agreement. Neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's SubsidiarySub, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary or Sub of the Transactions or transactions contemplated hereby, nor compliance by each of Parent, Purchaser or Purchaser's Subsidiary Sub with any of the provisions hereof hereof, will (i) conflict with or result in any breach of any provision provisions of the certificate Certificates of incorporation Incorporation or by-laws Bylaws of each of Parent, Purchaser or Purchaser's SubsidiarySub or the Articles or Certificate of Incorporation, as the case may be, or Bylaws of any of the Purchaser Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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 cancellation, acceleration, vesting, payment, exercise, suspension or accelerationrevocation) under, any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.,
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Dental Care Inc /De/)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and Act, state securities or blue sky lawslaws and the DGCL, none of as the case may be, neither the execution, delivery or performance of this Agreement by each Parent, Purchaser and Acquisition Sub nor the 16 18 consummation by Parent, Purchaser and Acquisition Sub of the transactions contemplated hereby will (i) violate any provision of the constitutive or organizational documents of Parent, Purchaser or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's SubsidiaryAcquisition Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary Acquisition Sub is a party or by which any of them Parent, Purchaser or Acquisition Sub or any of their respective properties or assets may be bound, or (iviii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's SubsidiaryAcquisition Sub, or any of their Subsidiaries or any of their properties or assets, excluding from or (iv) require on the foregoing part of Parent, Purchaser or Acquisition Sub any filing or registration with, notification to, or authorization, consent or approval of, Governmental Entities; except in the case of clauses (ii), (iii) and or (iv) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, (A) would not, individually or in the aggregate, not have a material adverse effect on Parent and would not materially adversely affect the ability of each of Parent, Purchaser or Purchaser's Subsidiary and Acquisition Sub to consummate the Transactions transactions contemplated by this Agreement, or (B) become applicable as a result of the business or activities in which arise from the regulatory Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of Seller or any facts pertaining to, the Business SubsidiariesCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortress Brookdale Acquisition LLC)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of Neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Sellers nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Sellers of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Purchaser the Sellers or Purchaser's Subsidiary the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws the bylaws (or similar organizational instrument) of each the Company or of Parent, Purchaser or Purchaser's Subsidiaryany of its subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity") or any other person or entity, (iii) result in a 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, amendment, cancellation or acceleration) ), result in the termination of or a right of termination or cancellation of, modification of any benefit under, accelerate the performance required by, result in the triggering of any payment or other material obligation pursuant to, result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties of the Sellers, the Company or its subsidiaries under, or result in being declared void, voidable or without further binding effect any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, permit, deed of trust agreement or other instru ment instrument or commitment obligation to which each the Sellers, the Company or any of Parent, Purchaser or Purchaser's Subsidiary its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or affected or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parentthe Sellers, Purchaser or Purchaser's Subsidiarythe Company, or any of their Subsidiaries its subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each Parent and Merger Sub do not, and the performance by Parent and Merger Sub of Parent, Purchaser or Purchaser's Subsidiary, this Agreement and the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Merger Sub of the Transactions or compliance by each of Parentwill not, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or by-laws certificate of each incorporation, as the case may be, or bylaws (or equivalent organizational documents) of Parent, Purchaser Parent or Purchaser's SubsidiaryMerger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any a right of of, or result in, termination, amendment, cancellation or acceleration) acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be is bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries or any of their properties or assetsassets or (iv) other than in connection with or compliance with applicable requirements of (A) the DGCL, excluding from (B) the foregoing HSR Act and other Antitrust Laws, (C) Securities Exchange Rules and (D) the Exchange Act, require Parent or Merger Sub to make any filing or registration with or notification to, or require Parent or Merger Sub to obtain any authorization, consent or approval of, any Governmental Entity; except, in the case of clauses (ii), (iii) and (iv) ), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesParent Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for Neither the filings, permits, authorizations, consents ------------------------------------- execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Buyer or Purchaser's Subsidiary, Parent nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby by Buyer or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof Parent will (ia) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or by-laws of each of Buyer or Parent, Purchaser (b) require any consent, waiver, approval, authorization or Purchaser's Subsidiarypermit of, or filing with or notification to, any Governmental Entity, except for (i) filings with the FTC and the DOJ pursuant to the HSR Act and (ii) require any filing withsuch consents, waivers, approvals, authorizations, permits, filings or permitnotifications which, authorizationif not obtained or made, consent will not, in the aggregate, have a Buyer Material Adverse Effect or approval of, any Govern mental Entity, (iiic) result in a 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 accelerationacceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, mortgageencumbrance, indenturelicense, government registration, contract, lease, licensefranchise, contractpermit, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser Buyer or Purchaser's Subsidiary Parent is a party or by which any of them Buyer or Parent or any of their respective its properties or assets may be bound, except such violations, breaches and defaults which, in the aggregate, will not have a Buyer Material Adverse Effect or (ivd) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to each of Parent, Purchaser Buyer or Purchaser's Subsidiary, Parent or by which any of their Subsidiaries or any of their its properties or assetsassets may be bound, excluding from the foregoing clauses (ii)except such violations which, (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, will not have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesBuyer Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Medical Resources Inc /De/)
Consents and Approvals; No Violations. (a) Except as set forth in Section 4.4(a) of the Disclosure Schedule and except for the filings, permits, authorizations, notices, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky lawsthe Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, none as amended (the "HSR Act"), and the filing and recordation of the Instrument of Merger in accordance with the DGCL, neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, the Company nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary the Company of the Transactions or transactions contemplated hereby and compliance by each of Parent, Purchaser or Purchaser's Subsidiary the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision provisions of the certificate of incorporation charter documents or by-laws of each the Company or any of Parent, Purchaser or Purchaser's Subsidiaryits Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity") (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not prevent consummation of the Offer or the Merger and would not, individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries), (iii) result in a 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, amendment, cancellation or acceleration) under, or result in the creation of any lien or other encumbrance on any property or asset of the Company or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each the Company or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, the Company or any of their its Subsidiaries or by which any property or asset of their properties the Company or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.any
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Shamrock Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none the HSR Act and the filing and recordation of a Certificate of Merger as required by the GBCC, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Purchaser or Acquisition Sub of this Agreement or the consummation by Purchaser or Acquisition Sub of the Merger, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Purchaser Material Adverse Effect. Neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's SubsidiaryAcquisition Sub, nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Acquisition Sub of the Transactions or compliance by each of ParentMerger, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate Certificate or Articles of incorporation Incorporation or by-laws Bylaws of each of Parent, Purchaser or Purchaser's SubsidiaryAcquisition Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iiib) result in a 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, amendment, cancellation or acceleration) or require any consent pursuant to, or result in the creation of any Lien on any asset of Purchaser or Acquisition Sub under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary Acquisition Sub is a party or by which any either of them or any of their respective properties or assets may be bound, bound or (ivc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, Acquisition Sub or any of their Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii), b) or (iiic) and (iv) for any such violations, breaches breaches, defaults (or defaults which would notrights of termination, individually amendment, cancellation or in the aggregateacceleration), have a material adverse effect on the ability of each of Parent, Purchaser Liens or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.failures to
Appears in 1 contract
Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Parent or Merger Sub for the filingsexecution, permitsdelivery and performance by Parent and Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, authorizations, consents and approvals as may be required under, and other except (i) compliance with the applicable requirements of, the Exchange Act, of the HSR Act and state securities any other applicable Antitrust Law, and (ii) any FAR notices. Assuming compliance with or blue sky lawsthe making or receipt of, none as applicable, the items described in the preceding sentence and the consents set forth on Section 4.3 of the Parent Disclosure Schedule, and except as would not impair in any material respect the ability of Parent, Merger Sub or the Company, as the case may be, to perform their respective obligations under this Agreement or prevent or materially delay the consummation of the Merger, neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, Parent and Merger Sub nor the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Merger Sub of the Transactions or compliance transactions contemplated by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective articles of incorporation or by-laws bylaws (or similar governing documents) of each of Parent, Purchaser Parent or Purchaser's SubsidiaryMerger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach, violation or breach infringement 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation material Contract to which each of Parent, Purchaser Parent or Purchaser's Subsidiary Merger Sub is a party or by which any of them or any of their respective properties or assets may be is bound, or (iviii) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser Parent or Purchaser's Subsidiary, Merger Sub or any of their Subsidiaries or any of their respective properties or assets. For the avoidance of doubt, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the ability of following each of Parentthe Agreement Date and the Closing, Purchaser Parent will file one or Purchaser's Subsidiary to consummate more Current Reports on Form 8-K with the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.SEC. 4.4
Appears in 1 contract
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the AFFLUENT Disclosure Schedule, and for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act and state securities or blue sky laws, none the HSR Act, the rules of FINRA, and the filing and recordation of the Merger Certificate as required by the NGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by AFFLUENT of this Agreement or the consummation by AFFLUENT of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on AFFLUENT. Neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, AFFLUENT nor the consummation by each of Parent, Purchaser and Purchaser's Subsidiary AFFLUENT of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the certificate Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of each of Parent, Purchaser or Purchaser's SubsidiaryAFFLUENT, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary AFFLUENT is a party or by which any of them it or any of their respective its properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, AFFLUENT or any of their Subsidiaries or any of their its properties or assets, excluding from except in the foregoing clauses case of (ii), ) or (iii) and (iv) such for violations, breaches or defaults which would not, individually or in the aggregate, not have a material adverse effect Material Adverse Effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesAFFLUENT.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capstone Financial Group, Inc.)
Consents and Approvals; No Violations. Except for the filings ------------------------------------- set forth on Section 4.3 of the Purchaser Disclosure Schedule delivered to the Company on or before the date hereof (the "PURCHASER DISCLOSURE SCHEDULE") and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange HSR Act, the HSR Act and foreign laws governing competition or antitrust matters, state securities or blue sky laws, none of and the NYBCL or the DGCL, neither the execution, delivery or performance of this Agreement by each of Parent, Parent or Purchaser or Purchaser's Subsidiary, nor the consummation by each of Parent, Parent or Purchaser and Purchaser's Subsidiary of the Transactions or transactions contemplated hereby nor compliance by each of Parent, Parent or Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation or by-laws the bylaws of each of Parent, Purchaser Parent or Purchaser's Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity on the part of Parent or Purchaser, (iii) result in a 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation to which each of Parent, Parent or Purchaser or Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be boundparty, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser Parent or Purchaser's Subsidiary, or any of their Subsidiaries its subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches breaches, rights of termination, amendment, cancellation or acceleration or defaults which would could not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Parent and Purchaser, taken as a whole, and which will not materially impair the ability of each of Parent, Parent or Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariestransactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the The execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, and the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will not: (i) conflict with or result in any breach of violate any provision of the certificate constitutive documents, if applicable, of incorporation or by-laws any of each of Parent, Purchaser or Purchaser's Subsidiary, the Purchasers; (ii) assuming that all required approvals are obtained under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, violate any statute, ordinance, rule, regulation, order or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to any of the Purchasers or by which any of their respective properties or assets may be bound; (iii) except for any required filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, require any filing filing, declaration or registration with, or permit, authorization, consent or approval of, or the giving of any Govern mental Entitynotice to, any public, governmental or regulatory body, agency or authority; or (iiiiv) result in a 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 note, bond, mortgage, or other evidence of indebtedness, indenture, lease, license, contractfranchise, permit, agreement or other instru ment instrument or obligation to which each any of Parent, Purchaser or Purchaser's Subsidiary the Purchasers is a party party, or by which any of them or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and clause (iv) such violations, breaches or and defaults which would not, individually or in the aggregate, not have a material adverse effect on the ability of each of Parent, Purchaser or such Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Unc Inc)
Consents and Approvals; No Violations. Except for the filingsfiling and recordation of an Agreement of Merger, permitsin accordance with the requirements of the CGCL, authorizationsthe filing of a Certificate of Merger, consents and approvals as may be required underin accordance with the requirements of the DGCL, and other applicable requirements ofthe approval of the stockholders of Parent of the Merger and the issuance of the Parent Common Stock in the Merger, the Exchange Act, the HSR Act and state securities or blue sky laws, none of neither the execution, delivery or performance of this Agreement by each of Parent, Purchaser or Purchaser's SubsidiaryParent and Sub, the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Sub of the Transactions or transactions contemplated hereby, nor compliance by each of Parent, Purchaser or Purchaser's Subsidiary Parent and Sub with any of the provisions hereof will will: (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, (ii) require any notice to, filing with, or permit, authorization, consent or approval of, any Govern mental EntityGovernmental Entity or any private third party, (ii) conflict with or result in any breach of any provision of the charter or bylaws of Parent or any of its Subsidiaries (including Sub), (iii) result in a 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 accelerationacceleration or result in the creation of any Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's Subsidiary its Subsidiaries (including Sub) is a party or by which any of them or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their its Subsidiaries (including Sub) or any of their properties or assetsassets except, excluding from in the foregoing case of clauses (iii), (iii) and (iv) ), where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on (A) materially impair the ability of each of Parent, Purchaser or Purchaser's Subsidiary Parent to consummate the Transactions transactions contemplated by this Agreement or which arise (B) result in a Parent Material Adverse Effect. Section 5.4 Pooling Letter. Parent has received from PricewaterhouseCoopers LLP, Parent's independent auditor, a letter, dated not earlier than five (5) days prior to the regulatory status date hereof, to the effect that, subject to customary qualifications, the Merger qualifies for pooling of Seller or interests treatment for financial reporting purposes in accordance with APB 16 and the Business Subsidiaries.pronouncements of the SEC. Section 5.5
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Peerless Systems Corp)
Consents and Approvals; No Violations. Except (1) for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act Act, and state securities or blue sky state “Blue Sky” laws, (2) for filing of the Articles of Merger and (3) as otherwise set forth in Section 4.3 of the Parent Disclosure Schedule, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Parent or Purchaser's SubsidiaryMergerCo, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Parent or MergerCo of the Transactions transactions contemplated hereby or compliance by each of Parent, Purchaser Parent or Purchaser's Subsidiary MergerCo with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate organizational documents of incorporation Parent or by-laws the articles of each organization or bylaws of Parent, Purchaser or Purchaser's SubsidiaryMergerCo, (iib) require any filing with, notice by, or permit, authorization, consent or approval of, any Govern mental state, federal, county, municipal, foreign or other government or governmental authority or by any court of competent jurisdiction (a “Governmental Entity”), (iiic) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser Parent or Purchaser's Subsidiary MergerCo is a party or by which any either of them or any of their respective properties or assets may be bound, or (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser Parent or Purchaser's Subsidiary, or any of their Subsidiaries MergerCo or any of their properties or assets, excluding from the foregoing clauses (iib), (iiic) and (ivd) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, (i) prevent or materially delay consummation of the Merger, (ii) otherwise prevent or materially delay performance by Parent or MergerCo of any of their obligations under this Agreement or (iii) have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesParent Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and state securities or blue sky laws, none of the The execution, delivery or ------------------------------------- and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, and the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof transactions contemplated hereby will not: (i) conflict with or result in any breach of violate any provision of the certificate constitutive documents, if applicable, of incorporation or by-laws any of each of Parent, Purchaser or Purchaser's Subsidiary, the Purchasers; (ii) assuming that all required approvals are obtained under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, violate any statute, ordinance, rule, regulation, order or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to any of the Purchasers or by which any of their respective properties or assets may be bound; (iii) except for any required filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, require any filing filing, declaration or registration with, or permit, authorization, consent or approval of, or the giving of any Govern mental Entitynotice to, any public, governmental or regulatory body, agency or authority; or (iiiiv) result in a 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 note, bond, mortgage, or other evidence of indebtedness, indenture, lease, license, contractfranchise, permit, agreement or other instru ment instrument or obligation to which each any of Parent, Purchaser or Purchaser's Subsidiary the Purchasers is a party party, or by which any of them or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and clause (iv) such violations, breaches or and defaults which would not, individually or in the aggregate, not have a material adverse effect on the ability of each of Parent, Purchaser or such Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Unc Inc)
Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and Act, state securities or blue sky lawslaws and the DGCL, none of as the case may be, neither the execution, delivery or performance of this Agreement by each Parent, Purchaser and Acquisition Sub nor the consummation by Parent, Purchaser and Acquisition Sub of the transactions contemplated hereby will (i) violate any provision of the constitutive or organizational documents of Parent, Purchaser or Purchaser's Subsidiary, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's SubsidiaryAcquisition Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each of Parent, Purchaser or Purchaser's Subsidiary Acquisition Sub is a party or by which any of them Parent, Purchaser or Acquisition Sub or any of their respective properties or assets may be bound, or (iviii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's SubsidiaryAcquisition Sub, or any of their Subsidiaries or any of their properties or assets, excluding from or (iv) require on the foregoing part of Parent, Purchaser or Acquisition Sub any filing or registration with, notification to, or authorization, consent or approval of, Governmental Entities; except in the case of clauses (ii), (iii) and or (iv) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, (A) would not, individually or in the aggregate, not have a material adverse effect on Parent and would not materially adversely affect the ability of each of Parent, Purchaser or Purchaser's Subsidiary and Acquisition Sub to consummate the Transactions transactions contemplated by this Agreement, or (B) become applicable as a result of the business or activities in which arise from the regulatory Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of Seller or any facts pertaining to, the Business SubsidiariesCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brookdale Living Communities Inc)
Consents and Approvals; No Violations. Except for (a) filings with the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, SEC under the Exchange Act, (b) filing the Certificate of Merger with the Departments of State of the Commonwealth of Pennsylvania and the State of Delaware, (c) the filings, if any, provided for under the HSR Act and state securities or blue sky state “Blue Sky” laws, none and (d) matters listed in Section 3.3 of the Parent Disclosure Schedule, the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiary, Parent and Acquisition Sub and the consummation by each of Parent, Purchaser Parent and Purchaser's Subsidiary Acquisition Sub of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of transactions contemplated hereby will not (assuming the provisions hereof will shareholder approval set forth in Section 5.1(a) is obtained) (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of each of Parent, Purchaser Parent or Purchaser's SubsidiaryAcquisition Sub, (ii) require any filing with, notice to, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) result in a 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, or result in an change in the rights or obligations of the parties to, any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment instrument or obligation to which each Parent or any of Parent, Purchaser or Purchaser's the Parent Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule Law or regulation Permit applicable to each of Parent, Purchaser any of the Parent Subsidiary or Purchaser's Subsidiary, or by which any of their Subsidiaries respective properties or assets is bound, (v) result in the creation of any Lien on the assets or properties of Parent or any Parent Subsidiary or (vi) cause any of their properties the assets owned by Parent or assetsany Parent Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv), (v) and (ivvi) such violations, breaches or defaults which would notbreaches, defaults, liens, reassessments, revaluations and changes which, and filings, notices, permits, authorizations, consents and approvals the absence of which, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary would not reasonably be expected to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariesexceed One Hundred Thousand Dollars ($100,000.00).
Appears in 1 contract
Consents and Approvals; No Violations. Except as set forth on Section 4.3 of the Purchaser Disclosure Schedule, no filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Affiliates for the execution, delivery and performance by Purchaser or its Affiliates, as applicable, of this Agreement or the Ancillary Agreements or the consummation by Purchaser or its Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of the HSR Act and NYPSL, (b) compliance with any Permits relating to the Business (including any transfer requirements), or (c) any such filings, notices, permits, authorizations, registrations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the Exchange Actfailure of which to make or obtain would not reasonably be expected to have, individually or in the HSR Act and state securities or blue sky lawsaggregate, none a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery or and performance of this Agreement by each of Parent, Purchaser or Purchaser's Subsidiarythe Ancillary Agreements by Purchaser or any applicable Affiliates thereof, nor the consummation by each of ParentPurchaser or any applicable Affiliate thereof, Purchaser and Purchaser's Subsidiary of the Transactions transactions contemplated hereby or compliance by each of Parentthereby, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will shall (i) conflict with or result in any breach breach, violation or infringement of any provision of the certificate respective governing documents of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiaryany of its Affiliates, (ii) require any filing with, or permit, authorization, consent or approval of, any Govern mental Entity, (iii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation Contract to which each of Parent, Purchaser or Purchaser's Subsidiary any of its Affiliates is a party or by which any of them or any of their respective properties or assets may be are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to each of Parent, Purchaser or Purchaser's Subsidiary, any of its Affiliates or any of their Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) or clause (iii), (iii) and (iv) such violations, breaches or defaults which as would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business SubsidiariesMaterial Adverse Effect.
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Consents and Approvals; No Violations. Except (a) for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct or the Securities Act or any antitrust law, including the HSR Act filing with the SEC of the Proxy Statement, and state securities or blue sky laws(b) for filing of the Articles of Merger and the Partnership Merger Certificate, none of the execution, delivery or performance of this Agreement by each of Parent, Purchaser Merger Sub or Purchaser's SubsidiaryMerger Partnership, the consummation by each of Parent, Purchaser and Purchaser's Subsidiary Merger Sub or Merger Partnership of the Transactions Mergers or compliance by each of Parent, Purchaser Merger Sub or Purchaser's Subsidiary Merger Partnership with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each organizational documents of Parent, Purchaser Merger Sub or Purchaser's SubsidiaryMerger Partnership, (ii) require any filing by Parent, Merger Sub or Merger Partnership with, notice to, or permit, authorization, consent or approval of, any Govern mental Governmental Entity, (iii) require any consent or notice under, result in a violation or breach by Parent, Merger Sub or Merger Partnership of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, result in the triggering of any payment, or result in the creation of any Lien on any property or asset of Parent, Merger Sub or Merger Partnership pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement agreement, permit, franchise or other instru ment instrument or obligation or material contract to which each of Parent, Purchaser Merger Sub or Purchaser's Subsidiary Merger Partnership is a party or by which any of them they or any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to each of Parent, Purchaser or Purchaser's Subsidiary, or any of their Subsidiaries or any of their properties or assetsLaws, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would notwhich, individually or in the aggregate, have a material adverse effect on (A) would not prevent or materially delay consummation of the ability of each of Mergers, (B) would not otherwise prevent or materially delay performance by Parent, Purchaser Merger Sub or Purchaser's Subsidiary Merger Partnership of its material obligations under this Agreement and (C) do not have and would not reasonably be likely to consummate have, individually or in the Transactions or which arise from the regulatory status of Seller or the Business Subsidiariesaggregate, a Material Adverse Effect.
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