Common use of No Approvals or Notices Required; No Conflicts Clause in Contracts

No Approvals or Notices Required; No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Member, 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 such Member, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person other than compliance with applicable securities and antitrust and similar laws, (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 such Member is a party or by which he is bound or to which any assets of such Member are subject, (d) result in the creation of any Encumbrance upon the assets of such Member, or (e) violate or conflict with the articles of organization, limited liability agreement or other charter document of the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (HouseValues, Inc.)

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No Approvals or Notices Required; No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Memberthe Seller, 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 such Memberthe Seller, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person other than compliance with applicable securities and antitrust and similar laws, (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, Encumbranceencumbrance, obligation or liability to which such Member the Seller is a party or by which he the Seller is bound or to which any assets of such Member the Seller are subject, or (d) result in the creation of any Encumbrance upon the assets of such Memberthe Seller, or (e) violate or conflict with the articles of organization, limited liability agreement upon any Membership Interests or other charter document securities or equity interests of the Company.

Appears in 1 contract

Samples: Purchase and Exchange Agreement (Sutter Holding Co Inc)

No Approvals or Notices Required; No Conflicts. The execution, ----------------------------------------------- delivery and performance of this Agreement and the other Transaction Documents by such MemberHolder, and the consummation of the transactions contemplated hereby and thereby, will not (ai) 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 such MemberHolder, (bii) require any consent, approval or authorization of, or declaration, filing or registration with, any Person other than compliance with applicable securities and antitrust and similar laws, (ciii) 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, Encumbranceencumbrance, obligation or liability to which such Member the Company is a party or by which he it is bound or to which any assets of such Member the Company are subject, or (div) result in the creation of any Encumbrance lien or encumbrance upon the assets of such MemberHolder, or (e) violate or conflict with the articles of organization, limited liability agreement upon any Company Shares or other charter document securities of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avt Corp)

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No Approvals or Notices Required; No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by such MemberShareholder, 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 such MemberShareholder, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person other than compliance with applicable securities laws and antitrust and similar lawsthe requirements of the HSR Act, (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, Encumbranceencumbrance, obligation or liability to which such Member the Company is a party or by which he it is bound or to which any assets of such Member the Company are subject, or (d) result in the creation of any Encumbrance lien or encumbrance upon the assets of such MemberShareholder, or (e) violate or conflict with the articles of organization, limited liability agreement upon any Shares or other charter document securities of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Network Commerce Inc)

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