Common use of No Conflict or Default Clause in Contracts

No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby and the compliance by Shareholder with the provisions hereof. None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder or any of Shareholder’s properties or assets, (iii) constitute a violation by Shareholder of any applicable law or regulation of any jurisdiction or (iv) contravene or conflict with Shareholder’s memorandum and articles of association (as applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Prosensa Holding N.V.), Tender and Support Agreement (Biomarin Pharmaceutical Inc)

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No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Exchange Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by Shareholderthe Investor, the consummation by Shareholder the Investor of the transactions contemplated hereby and the compliance by Shareholder the Investor with the provisions hereof. None of the execution and delivery of this Agreement by Shareholderthe Investor, the consummation by Shareholder the Investor of the transactions contemplated hereby or compliance by Shareholder the Investor with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder the Investor is a party or by which Shareholder the Investor or any of Shareholderthe Investor’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder the Investor or any of Shareholderthe Investor’s properties or assets, (iii) constitute a violation by Shareholder the Investor of any applicable law or regulation of any jurisdiction jurisdiction, or (iv) contravene or conflict with Shareholderthe Investor’s memorandum and articles of association (as applicable)limited partnership agreement, in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder the Investor to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock Purchase, Non Tender and Support Agreement (JMI Equity Fund VI LP), Stock Purchase, Non Tender and Support Agreement (GTCR Valor Merger Sub, Inc.)

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No Conflict or Default. Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the 1934 Exchange Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby and the compliance by Shareholder Stockholder with the provisions hereof. None of the execution and delivery of this Agreement by ShareholderStockholder, the consummation by Shareholder Stockholder of the transactions contemplated hereby or compliance by Shareholder Stockholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Shareholder Stockholder is a party or by which Shareholder Stockholder or any of ShareholderStockholder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to Shareholder Stockholder or any of ShareholderStockholder’s properties or assets, (iii) constitute a violation by Shareholder Stockholder of any applicable law or regulation of any jurisdiction or (iv) contravene or conflict with ShareholderStockholder’s memorandum and articles of association (as applicable)association, in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the ability of Shareholder Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (GTCR Valor Merger Sub, Inc.)

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