No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery, and performance of this Agreement and the Operative Documents by JxxXxx, the issuance of the Merger Consideration Common Stock, and the Merger Consideration Preferred Stock to the Alt5 Stockholders and the consummation of the transactions contemplated hereby and by the Operative Documents will not (a) 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 authority applicable to JanOne, (b) require any consent, approval, or authorization of, or declaration, filing, or registration with, any Person, except for compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, 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, obligation, or liability to which JanOne is a party or by which either is bound or to which any of their assets are subject, (d) result in the creation of any material lien or encumbrance upon the assets of JanOne, the Merger Consideration Common Stock or the Merger Consideration Preferred Stock, (e) conflict with or result in a breach of or constitute a default under any provision of the charter documents of JanOne, or (f) invalidate or adversely affect any permit, license, authorization, or status used in the conduct of the business of JanOne.
No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance of this Agreement by the Parent and the Merger Sub, as applicable, and the consummation by them of the transactions contemplated hereby and thereby will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law applicable to the Parent or the Merger Sub; (b) require any consent, approval or authorization of any person, except (i) compliance of applicable securities laws, and (ii) the filing of documents necessary to consummate the Merger with the Florida Secretary of State; (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, with the creation of any party with the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Parent or the Merger Sub is a party or by which either of them is bound or by which any assets of either of them are subject; or (d) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or By-Laws of the Merger Sub or of the Parent.
No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) 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 authority applicable to the Company; (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person or entity, except (i) compliance with applicable securities laws and (ii) such consents, approvals, authorizations, declarations, filings and registrations (A) which have been or as of the Closing Date will have been obtained or effected or (B) the failure of which to obtain or effect would not, both individually and in the aggregate, have a Company Material Adverse Effect; (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 or document filed as an exhibit the Company's SEC Documents (as defined below), except for such defaults, accelerations, terminations or creations of such rights which would not, both individually and in the aggregate, have a Company Material Adverse Effect; or (d) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or Bylaws of the Company, in each case as amended.
No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance of this Agreement and the Operative Documents by DAMH, the issuance of the Merger Consideration to the OSO Members and the consummation of the transactions contemplated hereby and by the Operative Documents will not (a) 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 authority applicable to DAMH, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, 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, obligation or liability to which DAMH is a party or by which either is bound or to which any of their assets are subject, (d) result in the creation of any material lien or encumbrance upon the assets of DAMH, the Merger Consideration or the funds being delivered in connection herewith, (e) conflict with or result in a breach of or constitute a default under any provision of the charter documents of DAMH, or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of DAMH. No proxy solicitation or notice to stockholders was required under applicable securities laws, and no holder of DAMH common stock is entitled to appraisal rights under applicable law.
No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby will not (a) 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 authority applicable to Purchaser, or (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person.
No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance by Buyer of each Transaction Document to which Buyer is a party and the consummation of the transactions contemplated thereby will not (a) conflict with or violate any applicable Laws to which Buyer is subject; (b) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person except the Investment Canada Approval; or (c) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws of Buyer, except, in the case of clauses (a) and (b), as would not, individually or in the aggregate, reasonably be expected to be material to Buyer or prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by the Transaction Documents.
No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not (a) 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 authority applicable to the Company, or (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").
No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to Buyer, or (b) require Buyer to obtain any consent, approval or authorization of, or declaration, filing or registration with, any Person.
No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to Buyer, (b) require Buyer to obtain any consent, approval or authorization of, or declaration, filing or registration with, any Person, or (c) constitute a violation of any provisions of Buyer's Certificate of Incorporation and Bylaws.
No Approvals or Notices Required; No Conflicts With Instruments. The execution, delivery and performance of this Agreement and the other Operative Documents by Buyer will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any Law applicable to Buyer; (b) require any consent, approval or authorization of any Person; (c) conflict with or result in a breach of, or constitute a default under, any provision of Buyer’s Articles of Incorporation or Bylaws; (d) result in any breach or constitute a default (with or without the giving of notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on any of the assets or properties of Buyer pursuant to, any note, bond, mortgage, indenture contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties, to which Buyer is a party or by which any of such assets or properties is bound or affected.
