Common use of No Conflict or Violation; Consents Clause in Contracts

No Conflict or Violation; Consents. (a) Assuming the Company Stockholder Approval and all consents, approvals, authorizations, filings and notifications and other actions set forth in Section 3.12(b) have been obtained or made, none of the execution, delivery or performance of this Agreement by the Company, the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof, will (i) violate or conflict with any provision of the Company’s Certificate of Incorporation, Bylaws or charter documents, (ii) violate, conflict with, or result in a material breach of or constitute a material default (with or without notice or the passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice or consent under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of its Assets under, any Contract to which the Company is a party or by which the Company is bound or to which any of its Assets are subject, or (iii) violate any Law or Order applicable to the Company or (iv) impose any Encumbrance on any of the Assets of the Company (other than Permitted Encumbrances), except in the cases of (iv) above for any such conflicts, violations, defaults, or other occurrence that would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect.

No Conflict or Violation; Consents. (a) Assuming the Company Stockholder Approval and all consents, approvals, authorizations, filings and notifications and other actions Except as otherwise set forth in Section 3.12(b3.10 of the Disclosure Schedule, the execution, delivery and performance of each of the Transaction Documents to which it is a party by the Company and the consummation of the transactions contemplated hereby and thereby do not and will not (a) have been result in any violation of, or conflict with, any provision of the Articles of Association or similar governing documents of the Company or any of the Subsidiaries, (b) subject to obtaining the approvals or consents referred to in the following sentence, conflict with, result in violation or a breach of, constitute a default under, or give rise to any right of termination, cancellation or acceleration (whether after the giving of notice or lapse of time or both) of, any Material Contract or Permit, (c) subject to obtaining the approvals or consents referred to in the following sentence, violate any Law or Governmental Order applicable to the Company or any of the Subsidiaries, or (d) result in the creation or imposition of any Encumbrance on any of the outstanding Shares. Except as otherwise set forth in Section 3.10 of the Disclosure Schedule, no filing or registration with, or approvals, authorizations or consents of, any Persons (including any Governmental Entity) are necessary to be made or obtained or made, none of in connection with the execution, delivery or performance of this Agreement any of the Transaction Documents to which it is a party by the Company, Company or any of the Subsidiaries or the consummation of the transactions contemplated hereby or thereby, nor compliance by except for filings, registrations, approvals or consents, the Company with any failure of the provisions hereof or thereofwhich to obtain, will (i) violate or conflict with any provision of the Company’s Certificate of Incorporation, Bylaws or charter documents, (ii) violate, conflict with, or result in a material breach of or constitute a material default (with or without notice or the passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice or consent under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of its Assets under, any Contract to which the Company is a party or by which the Company is bound or to which any of its Assets are subject, or (iii) violate any Law or Order applicable to the Company or (iv) impose any Encumbrance on any of the Assets of the Company (other than Permitted Encumbrances), except in the cases of (iv) above for any such conflicts, violations, defaults, or other occurrence that would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect.

No Conflict or Violation; Consents. (a) Assuming Except for the Company Stockholder Approval Consent Agreements and all consents, approvals, authorizations, filings and notifications and other actions except as set forth in Section 3.12(b) have been obtained or madeon Schedule 3.10(a), none of the execution, delivery or performance of this Agreement by the CompanyAgreement, the consummation of the transactions Merger or any other transaction contemplated hereby or therebyhereby, nor compliance by the Company with any of the provisions hereof or thereofhereof, will (i) violate or conflict with any provision of the Company’s Certificate Articles of Incorporation, Bylaws Incorporation or charter documentsbylaws, (ii) violate, conflict with, or result in a material breach of or constitute a material default (with or without notice or the passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice or consent under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of its Assets assets under, any Contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which the Company is a party or by which the Company is bound or to which any of its Assets are subjectbound, or (iii) violate any Law applicable Regulation or Court Order applicable to the Company or (iv) impose any Encumbrance on any of the Company Assets of the Company (other than Permitted Encumbrances), except in the cases of other than, with respect to (ii), (iii) and (iv) above for any such conflictsviolation, violationsconflict, defaultsbreach, default, termination, acceleration, modification, cancellation, consent requirement or other occurrence Encumbrance that would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect.