Common use of No Approvals or Conflicts Clause in Contracts

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.

Appears in 2 contracts

Samples: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)

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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 reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect material adverse effect on the Buyerability of Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

Appears in 2 contracts

Samples: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)

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 material adverse effect on the Buyerability of the Buyer to consummate the transactions contemplated by this Agreement and by the Ancillary Documents to which it is a party.

Appears in 2 contracts

Samples: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)

No Approvals or Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the Ancillary Documents Agreements to which it is a party and the consummation by the Buyer of the transactions contemplated hereby and thereby do not and will not (ia) violate, conflict with or result in a breach by the Buyer any of the certificates of its organizational documents (including its certificate of incorporation, by-laws by‑laws or equivalent documents of the Buyersimilar documents), (iib) 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 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 the Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement or other instrument to which any of the Buyer or any of its properties may be bound, (iiic) violate or result in a breach of any Governmental Order or Law applicable to any of the Buyer or any of its properties or (ivd) except for applicable requirements of any applicable Competition/Foreign Investment Law, require any order, Governmental Order or consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Buyer with, any Governmental Authority, except, with respect to the foregoing clauses (iib), (iiic) and (ivd) above, as would not, individually or in the aggregate, reasonably be likely to not have a Material Adverse Effect material adverse effect on the Buyerability of the Buyer to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Ferro Corp)

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No Approvals or Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the Ancillary Documents Agreements to which it is a party and the consummation by the Buyer of the transactions contemplated hereby and thereby do not and will not (ia) violate, conflict with or result in a breach by the Buyer of the certificates its organizational documents (including its certificate of incorporationformation, by-laws operating agreement or equivalent documents of the Buyersimilar documents), (iib) 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 payment or other penalty or any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance (other than the Encumbrances to be created pursuant to the Transaction Financing) upon any of the properties of the Buyer under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement or other material instrument to which the Buyer or any of its properties may be bound, (iiic) violate or result in a material breach of any Governmental Order or Law applicable to the Buyer or any of its properties or (ivd) except for applicable requirements of the HSR Act or any Competition/Foreign Investment Law, 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.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Harsco Corp)

No Approvals or Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the Ancillary Documents Agreements to which it is a party and the consummation by the Buyer of the transactions contemplated hereby and thereby do not and will not (ia) violate, conflict with or result in a breach by the Buyer of the certificates its organizational documents (including its certificate of incorporation, by-laws or equivalent documents of the Buyer, similar documents); (iib) 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 payment or other penalty or any right of termination, cancellation or acceleration under, loss of right or benefit under, or result in the creation of any Encumbrance upon any of the properties of the Buyer under, under any note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement or other instrument to which the Buyer or any of its properties may be bound, ; (iiic) violate or result in a breach of any Governmental Order or Law applicable to the Buyer or any of its properties properties; or (ivd) require any order, consent, approval or authorization of, or of notice to, to or declaration, filing, application, qualification or registration with, any Governmental Authority, Authority except, with respect to the foregoing in each case of clauses (ii), (iiib)-(d) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to not have a Material Adverse Effect material adverse effect on the Buyer.ability of the Buyer to consummate the transactions contemplated by this Agreement. 4.4

Appears in 1 contract

Samples: Asset Purchase Agreement (Ekso Bionics Holdings, Inc.)

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