Common use of Governmental Filings Clause in Contracts

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in Section 2.3, as required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act (the "Regulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)

Appears in 2 contracts

Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Theratx Inc /De/), Agreement and Plan of Merger Agreement and Plan of Merger (Vencor Inc)

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Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in and/or notices (A) pursuant to Section 2.32.3 hereof, as required (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (C) in connection, or in compliance, with the provisions of the Exchange Act, (D) as may be required under any healthcare licensure Environmental Law (as defined in Section 6.1(l) hereof) pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated hereby, (E) filing with, and certificate approval of, the New York Stock Exchange, Inc. and the Commission with respect to the de-listing and de- registration of need the Shares, (F) the Investment Canada Act ("ICA"), (G) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules various states or non-U.S. changes in control laws or regulations and (H) to comply with the Exchange Act change of control, notification, competition or other laws of jurisdictions listed in Section 6.1(d) of the Company Disclosure Letter (collectively, the "Regulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental government or governmental, regulatory authority, or administrative authority or agency, commission domestic, foreign or other governmental entitysupranational (each, domestic or foreign (a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by Purchaser of the Amended Offer and by the Company of the Merger and the other transactions contemplated hereby, except those the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does that are not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent prevent, materially delay or materially delay impair the ability of the Company or the Purchaser to consummate the transactions contemplated by this Agreement and, except in the case any of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Px Acquisition Corp), Agreement and Plan of Merger (Px Acquisition Corp)

Governmental Filings. No Violations; Contracts. (i) Other than the reports, filings provided for in and/or notices (A) pursuant to Section 2.31.3, as required (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act, the Exchange Act and the Securities Act, (C) required to be made with the NYSE or the Chicago Stock Exchange, (D) to comply with state securities or "blue sky" laws, (E) with, to or of 1976the Federal Energy Regulatory Commission (the "FERC") pursuant to the Federal Power Act, as amended (the "HSR Power Act"), and required if required, (F) under any healthcare licensure and certificate the Public Utility Holding Company Act of need laws and regulations1935, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act as amended (the "Regulatory Filings1935 Act"), (G) with, to or of federal or state regulatory bodies pursuant to Environmental Laws (as defined in Section 5.1(k)) and (H) identified in Section 5.1(d) of the respective Disclosure Letter, no notices, reports or other filings are required to be made by the Company it or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission commission, body or other governmental entity, domestic or foreign entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain any are not, individually or all of which would be in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent, or could prevent materially delay or materially delay impair the ability of the Company it to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Detroit Edison Co), Agreement and Plan of Merger (Dte Energy Co)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in and/or notices (i) pursuant to Section 2.32.02, as required (ii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act and the Securities Act, (iii) pursuant to the "European Community Merger Control Regulation, (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors of the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Filings")Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Schedule, no notices, reports reports, applications or other filings are required to be made by the Company Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company any of them from, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), Authority in connection with the execution and delivery of this Agreement by Parent and by the Company Merger Subsidiary and the consummation by Parent and the Company Merger Subsidiary of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the failure to make or obtain any or all execution, delivery and performance of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the Merger and other transactions contemplated by this Agreement hereby, does not and will notnot (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments Constitutive Documents of the Company Parent or any of its subsidiariesSubsidiaries, or (iiC) except as disclosed in the Company Reports filed prior to the date hereof, a breach require any consent or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made approval under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any such law, rule, ordinance or regulation or regulation, judgment, decree, order, award or governmental or non-governmental permit or license to which license, or the Company consent or any of its subsidiaries is subject or (iv) any change in the rights or obligations approval of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)Contract.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ubs Preferred Funding Co LLC I), Agreement and Plan of Merger (Ubs Ag/Ny)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in and/or notices (A) pursuant to Section 2.32.3 hereof, as required (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (C) in connection, or in compliance, with the provisions of the Exchange Act, (D) as may be required under any healthcare licensure Environmental Law (as defined in Section 6.1(l) hereof) pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated hereby, (E) filing with, and certificate approval of, the New York Stock Exchange, Inc. and the Commission with respect to the de-listing and de- registration of need the Shares, (F) the Investment Canada Act ("ICA"), (G) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules various states or non-U.S. changes in control laws or regulations and (H) to comply with the Exchange Act change of control, notification, competition or other laws of jurisdictions listed in Section 6.1(d) of the Company Disclosure Letter (collectively, the "Regulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental government or governmental, regulatory authority, or administrative authority or agency, commission domestic, foreign or other governmental entitysupranational (each, domestic or foreign (a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and 15 the consummation by Purchaser of the Amended Offer and by the Company of the Merger and the other transactions contemplated hereby, except those the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does that are not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent prevent, materially delay or materially delay impair the ability of the Company or the Purchaser to consummate the transactions contemplated by this Agreement and, except in the case any of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cbi Industries Inc /De/)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in necessary filings, notices and/or approvals (A) pursuant to Section 2.31.3, as required (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act and the Securities Act of 1933, as amended (the "Regulatory FilingsSecurities Act"), (C) to comply with state securities or "blue-sky" laws, (D) if any, of the Federal Communications Commission ("FCC") pursuant to the Communications Act of 1934, as amended, (E) if any, of the local, state and foreign public utility commissions or similar local, state or foreign regulatory bodies (each a "PUC") and the local, state and foreign Governmental Entities (as defined below) identified in it respective Disclosure Letter pursuant to applicable local, state or foreign laws regulating the telephone, mobile cellular, paging, cable television or other telecommunications business ("Utilities Laws") and (F) if any, of the foreign regulatory bodies identified in its Disclosure Letter pursuant to applicable foreign laws regulating actions having the purpose or effect of monopolization or restraint of trade (such filings, notices and/or approvals of SBC being the "SBC Required Consents" and of the Company being the "Company Required Consents"), no noticesfilings, notices and/or reports or other filings are required to be made by the Company it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it from, any governmental or regulatory authority, court, agency, commission commission, body or other governmental entity, domestic or foreign entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain any are not, individually or all of which would be in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect on it or prevent, or could prevent materially delay or materially delay the impair its ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ameritech Corp /De/)

Governmental Filings. No ViolationsAssuming the accuracy of Section 3.4, except for (a) the Regulatory Approvals, (b) filings required solely related to the identity of or any business conducted by Seller Parent or any of its Subsidiaries, including relating to the CFIUS Approval and the DCSA Approval, (c) all consents and approvals of Governmental Entities listed on Section 3.4 of the Seller Disclosure Schedule, (d) filings that may be required under applicable securities Laws, (e) filings of this Agreement or any Ancillary Agreements that may be required under Law in any jurisdictions other than the United States, (f) approvals, consents, waivers or authorizations that may be required as a result of the identity or character of Purchaser, (g) the DDTC Notices, (h) written confirmation from DDTC that Purchaser is registered as a manufacturer and exporter under the ITAR; Contracts. (i) Other than the filings provided for in Section 2.3, as required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act (the "Regulatory Filings"), no notices, reports or other filings are actions required to be made taken by Purchaser pursuant to Section 5.4, (j) the Company withFCC Approvals and (k) any other approval, nor are consent, waiver or authorization of any consentsGovernmental Entities where the failure to obtain such would not reasonably be likely to have a Purchaser Material Adverse Effect, registrationsno approval, approvalsconsent, permits waiver or authorizations required to be obtained by the Company authorization from, or notification or filing to, any governmental Governmental Entity is required for or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery by Purchaser of this Agreement by or the Company and Ancillary Agreements to which any of Purchaser or any of the Purchaser Ancillary Counterparties are or will be a party or the consummation by the Company Purchaser of the transactions contemplated hereby, the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)Contemplated Transactions.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Cae Inc)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in and/or notices (A) pursuant to Section 2.32.3 hereof, as required (B) under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and (C) in connection, or in compliance, with the provisions of the Exchange Act, (D) as may be required under any healthcare licensure Environmental Law (as defined in Section 6.1(l) hereof) pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated hereby, (E) filing with, and certificate approval of, the New York Stock Exchange, Inc. and the Commission with respect to the de-listing and de-registration of need the Shares, (F) the Investment Canada Act ("ICA"), (G) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules various states or non-U.S. changes in control laws or regulations and (H) to comply with the Exchange Act change of control, notification, competition or other laws of jurisdictions listed in Section 6.1(d) of the Company Disclosure Letter (collectively, the "Regulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental government or governmental, regulatory authority, or administrative authority or agency, commission domestic, foreign or other governmental entitysupranational (each, domestic or foreign (a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cbi Industries Inc /De/)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in and/or notices (A) contemplated by Section 2.31.3, as required (B) such reports under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (C) otherwise required to be made by Parent, or Merger Sub under applicable state securities or blue sky laws or the "Regulatory Filings")rules and regulations of the American Stock Exchange in connection with the Merger or any of the transactions contemplated by this Agreement, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain any are not, individually or all of which would be in the aggregate, reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the Parent's or Merger Sub's ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution execution, delivery and delivery performance of this Agreement by the Company does not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby will not, constitute or result in (iA) a breach or violation of, or a default (with or without notice, lapse of time or both) under, the Certificate either Parent's or the Bylaws Merger Sub's certificate of incorporation or the comparable governing instruments of the Company or any of its subsidiariesbylaws, (iiB) except as disclosed in the Company Reports filed prior to the date hereof(with or without notice, a breach lapse of time or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iiiboth) a breach or violation of, or a default under, the acceleration of any obligations under, or the creation of a lien, pledge, security interest or other encumbrance on any assets (with of Parent or without the giving of notice or the lapse of time) Merger Sub pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement Contract that is binding upon Parent or other obligation ("Contracts") of the Company Merger Sub or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award Law or governmental or non-governmental permit or license to which the Company Parent or any of its subsidiaries Merger Sub is subject or (ivC) any change in the rights or obligations of any party under any of the Parent's or Merger Sub's Contracts, except, in the case of clause (iiiB) or (ivC) above for Contracts other than those for the provision of rehabilitation services or managementabove, for such breachesany breach, violationsviolation, defaultsdefault, accelerations acceleration, creation or changes change that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)is not reasonably likely to prevent or materially delay its ability to consummate the Merger or any of the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Moore Medical Corp)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in and/or notices (A) pursuant to Section 2.31.2, as required (B) with the Delaware Secretary of State, (C) under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations ) and the Exchange Act Act, (D) to comply with state securities or "blue sky" laws and (E) with the National Association of Securities Dealers (the "Regulatory FilingsNASD"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations (collectively, "Government Consents") required to be obtained by the Company from, from any court or other governmental or regulatory authority, agency, commission commission, body or other governmental entity, domestic or foreign entity (a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain any are not, individually or all of which would be in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent, or could prevent materially delay or materially delay impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution execution, delivery and delivery performance of this Agreement by the Company does not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby will not, constitute or result in (iA) a breach or violation of, of or a default under, the Certificate certificate of incorporation or by-laws of the Bylaws Company or the comparable governing instruments of the Company or any of its subsidiariesSubsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iiiB) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest any Lien on the assets of the Company or other encumbrance on assets any of its Subsidiaries (with or without the giving of notice or the notice, lapse of timetime or both) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement indenture or other obligation (a "ContractsContract") of binding upon the Company or any of its subsidiaries Subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award writ, injunction, decree of any court or any Law or governmental or non-governmental permit or 9 15 license to which the Company or any of its subsidiaries Subsidiaries is subject or (ivC) any change in the rights or obligations of any party under any of the ContractsContract, except, in the case of clause (iiiB) or (ivC) above for Contracts other than those for the provision of rehabilitation services or managementabove, for such breachesany breach, violationsviolation, defaultsdefault, accelerations acceleration, creation or changes change that, alone individually or in the aggregate, would is not be reasonably likely to have a Company Material Adverse Effect or that would not prevent prevent, materially delay or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay impair the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any Except as set forth on Schedule 5.1(d), there are no Contracts of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not Subsidiaries which are material to the Company and its Subsidiaries, taken as a whole, pursuant to which consents or waivers are or may be reasonably likely required prior to have, individually consummation of the Offer or in the aggregate, a Company Material Adverse EffectMerger and the other transactions contemplated by this Agreement. (e)

Appears in 1 contract

Samples: 1 Agreement and Plan of Merger (Intel Corp)

Governmental Filings. No Violations; Contracts. Assuming the accuracy of Section 4.3, except for (a) (i) Other than HSR Act Clearance, (ii) any other Antitrust Approvals, (iii) (x) the filings provided for filing of a joint voluntary notice (the “Joint Notice”) with the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to Section 2.3721 of Title VII of the Defense Production Act of 1950 (codified at 50 U.S.C. § 4565), as required under amended, and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976regulations issued pursuant thereto (codified at 31 C.F.R. Parts 800 through 802), as amended (the "HSR Act"collectively, “Section 721”) and (y) CFIUS Approval and (iv) any other Foreign Investment Approvals (clauses (i) through (iv), the “Regulatory Approvals”), (b) filings required solely related to the identity of or any business conducted by Purchaser or its Affiliates, (c) all consents and approvals of Governmental Entities listed on Section 3.4 of the Seller Disclosure Schedule, (d) filings that may be required under applicable securities Laws, (e) filings of this Agreement or any healthcare licensure and certificate Ancillary Agreements that may be required under Law in any jurisdictions other than the United States, (f) approvals, consents, waivers or authorizations that may be required as a result of need laws and regulationsthe identity or character of Purchaser, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and (g) the Exchange Act DDTC Notices; (h) the "Regulatory Filings"), no notices, reports or other filings are actions required to be made taken by Seller Parent pursuant to Section 5.4, (i) appropriate submissions to the Company withUnited States Defense Counterintelligence and Security Agency, nor are formerly known as the Defense Security Service (the “DCSA”) and, to the extent applicable, any consentsother Governmental Entity, registrationspursuant to the National Industrial Security Program Operating Manual (DOD 5220.22-M) (together with any supplements, approvalsamendments or revised editions thereof, permits the “NISPOM”) and any other applicable national or authorizations required industrial security regulations, and appropriate submissions and requests for approval under any applicable foreign ownership, control or influence (“FOCI”) requirements, (j) the FCC Approval and (k) any other filing, submission, notice, approval, consent, waiver or authorization of any Governmental Entity where the failure to obtain such would not be obtained by materially adverse to the Company Business, taken as a whole, no approval, consent, waiver or authorization from, or notification or filing to, any governmental Governmental Entity is required for or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery by Seller Parent of this Agreement by or the Company and Ancillary Agreements to which Seller Parent or any of its Subsidiaries is or will be a party or the consummation by the Company Seller of the transactions contemplated hereby, the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)Contemplated Transactions.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Cae Inc)

Governmental Filings. No Violations; Contracts. (i) Other than the any filings provided for in and/or notices required (A) pursuant to Section 2.31.3, as required (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Securities Exchange Act of 1934, as amended (the "Regulatory FilingsExchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue sky" laws, and (D) such filings or consents, registrations, approvals, permits or authorizations as may be required under the competition or antitrust laws of jurisdictions outside the United States, no notices, reports notices or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission commission, body or other governmental entity, domestic or foreign entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does are not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent prevent, materially delay or materially delay impair the ability of the Company to consummate the transactions contemplated by this Agreement and, except in and the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent Stock Option Agreement or materially delay impair the ability of the Company to consummate Company, the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company Surviving Corporation, Parent or any of its subsidiaries ortheir respective affiliates, following consummation of the Merger, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx conduct any material business or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend operations in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)jurisdiction where they are now being conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sugen Inc)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in necessary notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 2.31.3, as (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act, European Union Council Regulation (EC) No. 139/2000 of January 20, 2004 (the "EC Merger Regulation") (if applicable), the Securities Exchange Act of 19761934, as amended (the "HSR Exchange Act") and the Securities Act, (C) to comply with state securities or "blue-sky" laws, (D) with or to the Federal Communications Commission ("FCC") pursuant to the Communications Act of 1934, as amended (the "Communications Act"), and required under any healthcare licensure (E) with or to the local, state and certificate of need laws foreign public utility commissions or similar local or state regulatory bodies (each, a "PUC") and regulations, change of ownership filings the local and state Governmental Entities pursuant to Medicare applicable local, state or foreign Laws regulating the telecommunications business ("Utilities Laws") and Medicaid laws, rules (F) foreign regulatory bodies pursuant to applicable foreign laws regulating actions having the purpose or regulations and the Exchange Act (the "Regulatory Filings")effect of monopolization or restraint of trade, no noticesfilings, notices and/or reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, court, agency, commission commission, body or other legislative, executive or judicial governmental entity, domestic or foreign entity ("Governmental Entity"), in connection with the execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain any would not, individually or all of which would in the aggregate, reasonably be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bellsouth Corp)

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Governmental Filings. No Violations; Contracts. Other than those (i) Other than the filings provided for in pursuant to Section 2.32.02, as required (ii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act and the Securities Act, (iii) pursuant to the "European Community Merger Control Regulation, (iv) required to be made with Self-Regulatory Filings")Organizations and Governmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance companies, (v) required to be made pursuant to state insurance or banking and trust company regulations and (vi) such other filings and/or notices set forth in the Company's Disclosure Schedule, no notices, reports reports, applications or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company any of them from, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), Authority in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby. Subject, in the case of clause (A) below, to obtaining the Company Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, (A) the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effectexecution, or could prevent or materially delay the ability of delivery and performance by the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement will not, constitute or result in hereby and (iB) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments execution and delivery of the GE Amendment and the Yasuda Amendment, and the performance by the Company or any of its subsidiariesobligations thereunder, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would do not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)will

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ubs Ag/Ny)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in and/or notices (A) pursuant to Section 2.31.2, as required (B) with the Delaware Secretary of State, (C) under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations ) and the Exchange Act Act, (D) to comply with state securities or "blue sky" laws and (E) with the National Association of Securities Dealers (the "Regulatory FilingsNASD"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations (collectively, "Government Consents") required to be obtained by the Company from, from 8 14 any court or other governmental or regulatory authority, agency, commission commission, body or other governmental entity, domestic or foreign entity (a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain any are not, individually or all of which would be in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent, or could prevent materially delay or materially delay impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution execution, delivery and delivery performance of this Agreement by the Company does not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby will not, constitute or result in (iA) a breach or violation of, of or a default under, the Certificate certificate of incorporation or by-laws of the Bylaws Company or the comparable governing instruments of the Company or any of its subsidiariesSubsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iiiB) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest any Lien on the assets of the Company or other encumbrance on assets any of its Subsidiaries (with or without the giving of notice or the notice, lapse of timetime or both) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement indenture or other obligation (a "ContractsContract") of binding upon the Company or any of its subsidiaries Subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award writ, injunction, decree of any court or any Law or governmental or non-governmental permit or license to which the Company or any of its subsidiaries Subsidiaries is subject or (ivC) any change in the rights or obligations of any party under any of the ContractsContract, except, in the case of clause (iiiB) or (ivC) above for Contracts other than those for the provision of rehabilitation services or managementabove, for such breachesany breach, violationsviolation, defaultsdefault, accelerations acceleration, creation or changes change that, alone individually or in the aggregate, would is not be reasonably likely to have a Company Material Adverse Effect or that would not prevent prevent, materially delay or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay impair the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any Except as set forth on Schedule 5.1(d), there are no Contracts of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not Subsidiaries which are material to the Company and its Subsidiaries, taken as a whole, pursuant to which consents or waivers are or may be reasonably likely required prior to have, individually consummation of the Offer or in the aggregate, a Company Material Adverse EffectMerger and the other transactions contemplated by this Agreement. (e)

Appears in 1 contract

Samples: Annex B Agreement and Plan of Merger (Chips & Technologies Inc)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in and/or notices (A) pursuant to Section 2.31.3, as required (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid comparable international antitrust laws, rules or regulations the Securities Act and the Exchange Act Act, (C) to comply with state securities or "blue sky" laws, if applicable, and (D) required to be made with the "Regulatory Filings")NYSE, no notices, reports or other filings are required to be made by the Company Parent or any of its Subsidiaries, including Merger Sub, with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or any of its Subsidiaries, including Merger Sub, from, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by Agreement, the Company Option Agreement and any Executive Agreements to which Parent is a party by Parent and, where applicable, Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain any are not, individually or all of which would be in the aggregate, reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent, or could prevent materially delay or materially delay impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreementhereby and thereby. (ii) The execution execution, delivery and delivery performance of this Agreement by Agreement, the Company does Option Agreement and any Executive Agreements to which it is a party by Parent and, where applicable, Merger Sub do not, and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby and thereby will not, constitute or result in (iA) a breach or violation of, or a default under, the Certificate certificate of incorporation or the Bylaws by-laws of Parent or Merger Sub or the comparable governing instruments of the Company or any of its subsidiariestheir respective Subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iiiB) a breach or violation of, or a default under, the or an acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without the giving of notice or the notice, lapse of timetime or both) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement Debt Contracts or other obligation ("Contracts") of the Company Other Contracts binding upon Parent or any of its subsidiaries Subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award Law or governmental or non-governmental permit or license to which the Company Parent or any of its subsidiaries Subsidiaries is subject or any judgment, order or decree to which the Parent or any of its Subsidiaries or any of its properties is subject or (ivC) any change in the rights or obligations of any party under any of the such Debt Contracts or Other Contracts, except, in the case of clause (iiiB) or (ivC) above for Contracts other than those for the provision of rehabilitation services or managementabove, for such breachesany breach, violationsviolation, defaultsdefault, accelerations acceleration, creation or changes change that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, is not reasonably likely to have a Company Parent Material Adverse Effect. (e)Effect or prevent, materially delay or

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ballard Medical Products)

Governmental Filings. No Violations; Contracts. No license, consent, clearance, permit, qualification, waiver, approval, order or authorization of, action by or in respect of, registration, declaration or filing with, or notice to any supranational, federal, state, local, municipal or foreign government or any court, administrative, regulatory or other governmental or non-governmental department, board, bureau, agency, commission, authority or instrumentality (ieach, a "GOVERNMENTAL ENTITY") Other than is required by or with respect to Seller in connection with the filings provided execution, delivery and performance of this Agreement by Seller or consummation of the Acquisition or the other transactions contemplated by this Agreement, except for in Section 2.3, as required (1) the filing of a notification and report form by Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the "HSR ActACT") and applicable notification or approval requirements under foreign competition, antitrust or merger control Laws, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar Law or regulation, (2) the filing with the Securities and Exchange Commission (the "SEC") of such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "EXCHANGE ACT"), and as may be required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act (the "Regulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and (3) such other licenses, consents, clearances, permits, qualifications, waivers, approvals, orders, authorizations, actions, registrations, declarations, filings and notices the consummation by the Company failure of the transactions contemplated by this Agreement will not, constitute which to be obtained or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to havemade, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Effect (e)as defined below) or to prevent or materially impede, interfere with, hinder or delay the consummation by Seller of the Acquisition or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Koninklijke Philips Electronics Nv)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in necessary filings, notices and/or approvals (A) pursuant to Section 2.31.3, as required (B) under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), xhe Exchange Act and the Securities Act of 1933, as amended (the "HSR Securities Act"), and required under any healthcare licensure and certificate (C) to comply with state securities or "blue-sky" laws, (D) if any, of need laws and regulations, change of ownership filings the Federal Communications Commission ("FCC") pursuant to Medicare the Communications Act of 1934, as amended, (E) if any, of the local, state and Medicaid lawsforeign public utility commissions or similar local, rules state or regulations foreign regulatory bodies (each a "PUC") and the Exchange Act local, state and foreign Governmental Entities (as defined below) identified in its respective Disclosure Letter pursuant to applicable local, state or foreign laws regulating the telephone, mobile cellular, paging, cable television or other telecommunications business ("Utilities Laws") and (F) if any, of the foreign regulatory bodies identified in its Disclosure Letter pursuant to applicable foreign laws regulating actions having the purpose or effect of monopolization or restraint of trade (such filings, notices and/or approvals of SBC being the "Regulatory FilingsSBC Required Consents" and of the Company being the "Company Required Consents"), no noticesfilings, notices and/or reports or other filings are required to be made by the Company it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it from, any governmental or regulatory authority, court, agency, commission commission, body or other governmental entity, domestic or foreign entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain any are not, individually or all of which would be in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect on it or prevent, or could prevent materially delay or materially delay the impair its ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (SBC Communications Inc)

Governmental Filings. No Violations; Contracts. (i) Other than the filings provided for in and/or notices (A) pursuant to Section 2.31.3, as required (B) under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Securities Exchange Act of 1934, as amended (the "Regulatory FilingsExchange Act") and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws, (D) required to be made with the NYSE or Nasdaq, and (E) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance or similar regulatory authorities of Arizona, Florida, Georgia, New York, South Carolina, Texas, Puerto Rico, Mexico, Cayman Islands, Argentina, Turks & Caicos, Dominican Republic and the United Kingdom and such notices and consents as may be required under the antitrust notification insurance laws of any state in which the Company, Parent or any of their respective subsidiaries is domiciled or does business, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission commission, body or other governmental entity, domestic or foreign entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does are not, and the consummation by the Company of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Certificate or the Bylaws or the comparable governing instruments of the Company or any of its subsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") of the Company or any of its subsidiaries or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent prevent, materially delay or materially delay impair the ability of the Company to consummate the transactions contemplated by this Agreement and, except in and the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Stock Option Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc)

Governmental Filings. No Violations; Contracts. The Sellers and the Buyer shall (i) Other than cooperate with the filings provided for Acquired Company in Section 2.3all reasonable respects to make, in the most expeditious manner practicable, and as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976applicable Law or by a Governmental Entity, as amended (the "HSR Act")all filings, notifications, transfers, and required under any healthcare licensure applications with and certificate of need laws to the applicable Governmental Authorities, including, if applicable, the FDA, state Governmental Authorities and regulationscomparable foreign Governmental Authorities, change of ownership filings pursuant (ii) use commercially reasonable efforts to Medicare obtain all licenses, permits, consents, approvals, authorizations, registrations, qualifications, changes and Medicaid laws, rules or regulations and the Exchange Act (the "Regulatory Filings"), no notices, reports or other filings orders that are required by Law or by a Governmental Entity to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be and/or obtained by the Company from, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, the failure to make or obtain any or all of which would be reasonably likely to have as a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company result of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, and which are necessary for the Certificate or the Bylaws or the comparable governing instruments conduct of the Company or any of its subsidiariesbusiness as it is currently being conducted, and to otherwise consummate the Transactions, and (iiiii) except as disclosed in the Company Reports filed prior use commercially reasonable efforts to the date hereofobtain consents from other Persons, a breach or violation ofif any, a default under or the triggering of any payment or other material obligations pursuant to, any listed on Section 4.4 of the Company's existing Benefit Plans or any grant or award made under any Disclosure Schedule. In furtherance of the foregoing, (iii) a breach or violation ofthe Buyer agrees to provide all reasonable assistance, or a default underincluding assurances as to financial capability, the acceleration of resources and creditworthiness as may be reasonably requested by any obligations or the creation of a lien, pledge, security interest Governmental Entity or other encumbrance on assets (with Person whose consent or without approval is sought hereunder. To the giving extent permitted under applicable Law or by a Governmental Entity, each Seller shall, and shall cause each of notice or the lapse of time) pursuant its Affiliates to, any provision use commercially reasonable efforts to permit the Buyer and the Acquired Company, until the earlier of any agreementsix (6) months from Closing and the maximum period permitted under applicable Law or by the applicable Governmental Entity, leaseto continue to operate under the currently existing operating licenses, contractpermits, noteconsents, mortgageapprovals, indentureauthorizations, arrangement or other obligation ("Contracts") Drug Registrations, and qualifications held by a Seller for the conduct of the Company or any Business, and the Buyer shall indemnify and hold harmless each Seller and each of its subsidiaries Affiliates from and against any liability or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or nonout-governmental permit or license to which the Company or any of its subsidiaries is subject or (iv) any change of-pocket expense obligation in the rights or obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for connection with such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)cooperation.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Amneal Pharmaceuticals, Inc.)

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