No Approvals or Conflicts. (a) Except as set forth in Schedule 3.7(a), the execution, delivery and performance by each of the Management Shareholders and the Company of this Agreement and the Ancillary Documents to which they are parties and the consummation by such Management Shareholders and the Company of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Group Company’s or any such Management Shareholder (if applicable) of the organizational documents of such Management Shareholder or of the Group Companies, (ii) violate, conflict with or result in a breach of, or constitute a default by such Management Shareholder or any of the Group Companies (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of or the Group Companies or on the Shares owned by such Management Shareholder) under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which or the Group Companies or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to the Group Companies or any of their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Management Shareholder with, any Governmental Authority, except in the case of clauses (ii), (iii) and (iv) such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected have a Material Adverse Effect on the Company. No Governmental Authorizations are required for the execution, delivery and performance by the Group Companies of this Agreement and the Ancillary Documents and the consummation by the Management Shareholders of the transactions contemplated hereby and thereby.
No Approvals or Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the Ancillary Documents to which it is a party and the consummation by the Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by the Buyer of the certificates of incorporation, by-laws or equivalent documents of the Buyer, (ii) violate, conflict with or result in a breach of, or constitute a default by the Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Buyer or any of its properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to the Buyer or any of its properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Buyer.
No Approvals or Conflicts. The execution, delivery and performance by the Buyers of this Agreement and the Transaction Agreements and the consummation by the Buyers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Buyers of the organizational documents of any of the Buyers, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Buyers (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than a Permitted Encumbrance, upon any of the properties or assets of any of the Buyers under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Buyers or any of its properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Buyers or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and other applicable Competition/Investment Law and filings that are or may be required by the Exchange Act, the Securities Act or any state securities or "blue sky" Laws, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have Buyer Material Adverse Effect or a material adverse effect on the ability of the Buyers to consummate the transactions contemplated by this Agreement.
No Approvals or Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby to be consummated by it will not (i) violate, conflict with or result in a breach by the Purchaser of any provision of the Certificate of Incorporation or By-laws of the Purchaser, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Purchaser (or an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Purchaser's properties under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Purchaser or any of its properties may be bound, (iii) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to the Purchaser or any of its properties, or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental or regulatory authority.
No Approvals or Conflicts. Assuming the Regulatory Approvals are sought and obtained in accordance with this Agreement, neither the execution and delivery by each Seller of this Agreement or the Ancillary Agreements to which it is a party, nor the consummation by such Seller or any of its Affiliates of the Transaction, will (a) conflict with or violate any provision of such Seller’s Governing Documents, (b) subject to Section 14.12, conflict with the consummation of the NTM Merger in accordance with its terms or conflict with, or result in any violation of or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Transferred Assets under any provision of the NTM Merger Agreement, (c) require on the part of such Seller any Permit, (d) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or create in any Person any right to terminate or cancel any Transferred Contract under clauses (i) or (ii) of the definition of Transferred Contract, or (e) violate any Law or Governmental Order, other than, in the case of clauses (c), (d) and (e), any such conflict, breach, default, termination, cancellation, imposition or violation that, or notice, consent, waiver, or Permit, the failure of which to make or be obtained, would not, individually or in the aggregate, reasonably be expected to be material to the Business.
No Approvals or Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the Ancillary Documents and the consummation by the Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by the Buyer of the certificates of incorporation, by-laws or equivalent documents of the Buyer, (ii) violate, conflict with or result in a breach of, or constitute a default by the Buyer, or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Buyer or any of its properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to the Buyer or any of its properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement and by the Ancillary Documents to which it is a party.
No Approvals or Conflicts. The execution, delivery and performance by each Buyer of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Buyers of the transactions contemplated hereby and thereby do not and will not (a) violate, conflict with or result in a breach by either Buyer of its organizational documents, (b) violate, conflict with or result in a breach of, or constitute a default by either Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) in any material respect under, or give rise to any payment or other penalty or any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of Buyers under, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Buyers or any of their properties may be bound, (c) violate or result in a breach in any material respect of any Governmental Order or Law applicable to Buyers or any of their properties or (d) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority or other Person.
No Approvals or Conflicts. The execution and delivery by Purchaser of this Agreement does not, and the consummation by Purchaser of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach of any provision of the Amended and Restated Articles of Incorporation or the Bylaws of Purchaser, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of Purchaser or on Purchaser's interest in the Purchaser Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Purchaser or any of its properties or assets are or may be bound, (iii) violate any order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to Purchaser or any of its properties or assets, or (iv) except for applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental or regulatory authority or other third party.
No Approvals or Conflicts. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach of any provision of, or constitute a default by the Seller (or an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or on the Seller's interest in the Seller Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Seller, or any of Seller's properties may be bound, (iii) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to the Seller or any of Seller's properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental or regulatory authority.
No Approvals or Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby do not and will not:
