Common use of No Conflicts; Consents and Approvals Clause in Contracts

No Conflicts; Consents and Approvals. (a) The execution, delivery or performance by the Company of the Transaction Documents to which it is a party and the consummation of the Transactions will not (a) conflict with or violate any provision of the Memorandum of Association or Articles of Association of the Company or any Organizational Document of any of its Subsidiaries; (b) result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any Person any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contractual Obligation or any Law applicable to the Company or any of its Subsidiaries or any of their respective properties and assets; (c) result in the imposition of any Lien upon any properties or assets of the Company or any of its Subsidiaries, (d) result in the Company being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations of the Company or any of its Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Share Options or other employee benefits or result in any obligations on the part of the Company or any of its Subsidiaries to pay any additional severance benefits upon the termination of the employment of any employee thereof, except in the case of (b) or (c), to the extent it does not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Appears in 2 contracts

Samples: Series C Convertible Preferred Shares Purchase Agreement (XINHUA SPORTS & ENTERTAINMENT LTD), Purchase Agreement (Xinhua Finance Media LTD)

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No Conflicts; Consents and Approvals. (a) The Neither the execution, delivery or performance of this Agreement or any of the other Transaction Agreements by the Company of the Transaction Documents to which it is a party and nor the consummation of any of the Transactions will not (a) conflict with or violate any provision of the Memorandum certificate of Association incorporation or Articles of Association by-laws of the Company or any Organizational Document of any of its the Subsidiaries; (b) result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any Person party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material Contractual Obligation or any Requirement of Law applicable material to the operation of the Company or any of its the Subsidiaries or any of their respective properties and assets; (c) result in the imposition of any Lien upon any material properties or assets of the Company or any of its the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations of in the Company or any of its the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Share Options Stock Options, Restricted Stock Awards or other employee benefits or result in any obligations on the part of the Company or any of its Subsidiaries to pay any additional severance benefits upon the termination of the employment of any employee thereof, except in the case of (b) or (c), to the extent it does not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectRSU Awards.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Broadpoint Securities Group, Inc.), Stock Purchase Agreement (Broadpoint Securities Group, Inc.)

No Conflicts; Consents and Approvals. (a) The Except as set forth in Schedule 3.5(a), neither the execution, delivery or performance of this Agreement or any of the other Transaction Agreements by the Company of the Transaction Documents to which it is a party and nor the consummation of any of the Transactions will not (a) conflict with or violate any provision of the Memorandum certificate of Association incorporation or Articles of Association by-laws of the Company or any Organizational Document of any of its the Subsidiaries; (b) result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any Person party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material Contractual Obligation or any Requirement of Law applicable material to the operation of the Company or any of its the Subsidiaries or any of their respective properties and assets; (c) except as contemplated by the terms of the Agreement, result in the imposition of any Lien upon any material properties or assets of the Company or any of its the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations of in the Company or any of its the Subsidiaries or any options or other rights exercisable for any of same same, or (e) cause the accelerated vesting of any Employee Share Options Stock Options, Restricted Stock Awards or other employee benefits or result in any obligations on the part of the Company or any of its Subsidiaries to pay any additional severance benefits upon the termination of the employment of any employee thereof, except in the case of (b) or (c), to the extent it does not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectRSU Awards.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Riedman Corp), Securities Purchase Agreement (Phoenix Footwear Group Inc)

No Conflicts; Consents and Approvals. (a) The Neither the execution, delivery or performance of this Agreement or any of the other Transaction Agreements by the Company of the Transaction Documents to which it is a party and nor the consummation of any of the Transactions will not (a) conflict with or violate any provision of the Memorandum certificate of Association incorporation or Articles of Association by-laws of the Company or any Organizational Document of any of its the Subsidiaries; (b) result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any Person party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material Contractual Obligation or any Requirement of Law applicable material to the operation of the Company or any of its the Subsidiaries or any of their respective properties and assets; (c) result in the imposition of any Lien upon any material properties or assets of the Company or any of its the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations of in the Company or any of its the Subsidiaries or any options or other rights exercisable for any of same same, or (e) cause the accelerated vesting of any Employee Share Options Stock Options, Restricted Stock Awards or other employee benefits or result in any obligations on the part of the Company or any of its Subsidiaries to pay any additional severance benefits upon the termination of the employment of any employee thereof, except in the case of (b) or (c), to the extent it does not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectRSU Awards.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Broadpoint Securities Group, Inc.)

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No Conflicts; Consents and Approvals. (a) The execution, Neither the execution or delivery or performance by the Company of, or performance of the Company's obligations under, this Agreement or any of the other Transaction Documents to which it is a party and Agreements nor the consummation of any of the Transactions will not (ai) conflict with or violate any provision of the Memorandum articles of Association incorporation or Articles of Association by-laws of the Company or any Organizational Document of any of its the Subsidiaries; (bii) result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any Person party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material Contractual Obligation or any Requirement of Law applicable material to the operation of the Company or any of its the Subsidiaries or any of their respective properties and assets; (ciii) result in the imposition of any material Lien upon any properties or assets of the Company or any of its the Subsidiaries, (div) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations of in the Company or any of its the Subsidiaries or any options or other rights exercisable for any of same same, or (ev) cause the accelerated vesting of any Employee Share Options Stock Options, Restricted Stock Awards or other employee benefits or result in any obligations on the part of the Company or any of its Subsidiaries to pay any additional severance benefits upon the termination of the employment of any employee thereof, except in the case of (b) or (c), to the extent it does not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectRSU Awards.

Appears in 1 contract

Samples: Securities Purchase Agreement (National Technical Systems Inc /Ca/)

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