Common use of No Approvals; No Conflicts Clause in Contracts

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby will not (a) to the Company's knowledge, constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to the Company, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, except for (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State, (ii) the approval by the stockholders of the Company of the transactions contemplated hereby, as provided under California Law and Delaware Law and the Certificate of Incorporation and Bylaws of the Company, which approval is set forth in the Company Stockholder Consent, and (iii) such filings as may be required to be made by the Company in connection with the Merger by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXXX-XXXXX-XXXXXX ACT"), or any other federal or state antitrust or fair trade law, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, Encumbrance (other than Permitted Encumbrances), obligation or liability to which the Company is a party or by which it is bound or to which any material assets of the Company are subject (other than the acceleration of vesting or the release of the Company's repurchase rights of outstanding Company Options issued to employees, consultants and directors of the Company) and except as would not have a Material Adverse Effect, (d) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any material assets of the Company, (e) conflict with or result in a breach of or constitute a default under any provision of the Certificate of Incorporation or Bylaws of the Company, or (f) invalidate or adversely affect any material permit, license or authorization used in the conduct of the business of the Company.

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is a party party, the effectiveness of the Merger and the consummation performance by the Company of its obligations pursuant to this Agreement and the transactions contemplated hereby and thereby other Operative Documents to which it is a party, will not (a) to the Company's knowledge, constitute a material violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other Governmental Body governmental authority applicable to the Company, ; (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except for (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State, (iiiii) the approval by the stockholders of the Company of the transactions contemplated hereby, as provided under California Law and Delaware Law the DGCL and the Certificate of Incorporation and Bylaws of the Company, which approval is set forth in the Company Stockholder Consent, and (iiiiv) such filings as may be required to be made by the Company in connection with the Merger by notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the "XXXXXxxx-XXXXXXxxxx-XXXXXX ACTXxxxxx Act"), or any other federal or state antitrust or fair trade law, ; (c) result in a material default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any material agreement, lease, note or other restriction, Encumbrance (other than Permitted Encumbrances)encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any material assets of the Company are subject (other than the acceleration of vesting or the release of the Company's repurchase rights of outstanding Company Options issued to employees, consultants and directors of the Company) and except as would not have a Material Adverse Effect, subject; (d) result in the creation of any Encumbrance (other than Permitted Encumbrancesas defined in Section 2.9(d)) upon any material assets of the Company, ; (e) conflict with or result in a breach of or constitute a default under any provision of the Certificate of Incorporation or Bylaws of the Company, ; or (f) invalidate or materially adversely affect any material permit, license or authorization used in currently material to the conduct of the business of the Company.

No Approvals; No Conflicts. The Except as described on Schedule 3.5 to the Disclosure Memorandum, the execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby will not (a) to the Company's knowledge, constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to the Company, Company or any of its Subsidiaries; (b) require the Company or any consentof its Subsidiaries to file, approval or authorization ofseek, or declarationobtain any notice, filing to file, seek or registration withobtain any notice, authorization, approval, order, permit or consent of or with any PersonGovernmental Body in connection with the execution, delivery and performance by the Company of this Agreement and the Operative Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of the Company or any of its Subsidiaries, except for (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State, (ii) the approval by the stockholders of the Company of the transactions contemplated hereby, as provided under California Law and Delaware Law and the Certificate of Incorporation and Bylaws of the Company, which approval is set forth in the Company Stockholder Consent, and (iii) such any filings as may be required to be made by the Company in connection with the Merger by under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXXX-XXXXX-XXXXXX ACT"“HSR Act“), or (ii) the filing of the Agreement of Merger as required by applicable Law and (iii) such filings as may be required by any other applicable federal or state antitrust securities or fair trade law, “blue sky” laws; (c) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person including any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person required to be obtained or made in order to keep any Contract between such Person and the Company or any of its Subsidiaries in effect following the transactions contemplated by this Agreement or to provide that the Company or any of its Subsidiaries is not in breach or violation of any such Contract following the transactions contemplated by this Agreement by reason of the execution and delivery of, or the performance of its obligations under, this Agreement or the Operative Documents to which the Company is a party; (d) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any party Person of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, Encumbrance (other than Permitted Encumbrances)Encumbrance, obligation or liability to which the Company or any of its Subsidiary is a party or by which it is bound or to which any material assets of the Company or any of its Subsidiaries are subject subject, including the Contracts; (other than the acceleration of vesting or the release of the Company's repurchase rights of outstanding Company Options issued to employees, consultants and directors of the Company) and except as would not have a Material Adverse Effect, (de) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon on any material assets of the Company, ; (ef) conflict with or result in a breach of or constitute a default under any provision of the Certificate of Incorporation Charter or the Bylaws of the Company, Company or any of its Subsidiaries; or (fg) invalidate or adversely affect any material permit, license or authorization used in the conduct of the business businesses of the CompanyCompany or any of its Subsidiaries.

No Approvals; No Conflicts. The execution, delivery and performance by IntelliPrep and the Company Principals of this Agreement and the other Operative Documents to which IntelliPrep or any of the Company Principals is a party and the consummation of the transactions contemplated hereby and thereby thereby, the effectiveness of the Merger and the performance by IntelliPrep or the Principals of their obligations pursuant to this Agreement and the other Operative Documents to which any of them is a party, will not (a) to the Company's knowledge, constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other Governmental Body governmental authority applicable to IntelliPrep or the CompanyPrincipals, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except for (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State, and (iiiii) the approval by the stockholders of the Company IntelliPrep of the transactions contemplated hereby, as provided under California Law and Delaware Law and the Certificate of Incorporation and Bylaws of the Company, which approval is set forth in the Company Stockholder Consent, and (iii) such filings as may be required to be made by the Company in connection with the Merger by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXXX-XXXXX-XXXXXX ACT"), or any other federal or state antitrust or fair trade lawIntelliprep, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any material agreement, lease, note or other restriction, Encumbrance (other than Permitted Encumbrances)encumbrance, obligation or liability to which the Company IntelliPrep or any Principal is a party or by which it IntelliPrep or any Principal is bound or to which any material assets of the Company IntelliPrep are subject (other than the acceleration of vesting or the release of the Company's repurchase rights of outstanding Company Options issued to employees, consultants and directors of the Company) and except as would not have a Material Adverse Effectsubject, (d) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any material assets of IntelliPrep or the CompanyIntelliPrep Common Stock held by the Principals or, to the knowledge of IntelliPrep and the Principals, upon any other outstanding shares or other securities of Intelliprep, (e) conflict with or result in a breach of or constitute a default under any provision of the Certificate of Incorporation or Bylaws of the CompanyIntelliprep, or (f) invalidate or adversely affect any material permit, license or authorization used in currently material to the conduct of the business of the CompanyIntelliprep.