No Conflicts; Governmental Approvals Sample Clauses

No Conflicts; Governmental Approvals. The execution and delivery by such Stockholder of this Agreement do not, and the compliance by such Stockholder with the terms hereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of such Stockholder under, any provision of (i) any Contract to which such Stockholder is a party or by which any of his or its properties or assets is bound or (ii) subject to the filings and other matters referred to in Section 2.04(b), any Judgment or Law applicable to such Stockholder or his or its properties or assets, other than, in the case of each of clauses (i) and (ii) above, any such item that, individually or in the aggregate, has not been and would not reasonably be expected to be material and adverse to the ability of such Stockholder to perform his or its obligations hereunder.
No Conflicts; Governmental Approvals. The execution, delivery and performance of the Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not (i) violate any provision of the Company’s Articles of Incorporation or Bylaws, each as amended to date, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which the Company’s properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected, except for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell the shares in accordance with the terms hereof (other than any filings, consents and approvals which may be required to be made by the Company under applicable state and federal securities laws, rules or regulations prior to or subsequent to the Closing).
No Conflicts; Governmental Approvals. (a) Neither the execution and delivery of this Agreement by Parent, nor the performance or compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the organizational documents of Parent or (ii)(A) assuming that the actions described in Section 3.03(b) have been completed prior to or promptly after the Effective Time, violate any Law applicable to Parent, (B) violate or constitute a default (or an event which with notice or lapse of time or both would become a default) under any of the terms, conditions or provisions of any Contract to which Parent is a party or accelerate Parent’s obligations under any such Contract or (C) result in the creation of any Lien on any properties or assets of Parent.
No Conflicts; Governmental Approvals. (a) The execution and delivery by Seller of each Transaction Document to which it is a party do not, the execution and delivery by Seller of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the Transferred Equity Interests or upon any of the Transferred Assets, Assumed Liabilities or the Business under, any provision of (i) the articles of incorporation or the bylaws (or comparable charter or organizational documents) of Seller or any other member of the Seller Group, (ii) any Transferred Contract or any other Contract to which Seller or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 4.03(b), any Judgment or Law applicable to Seller or any other member of the Seller Group, the Business, the Transferred Equity Interests or the Transferred Assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect.
No Conflicts; Governmental Approvals. (a) Neither the execution and delivery of this Agreement by such Stockholder, nor the performance or compliance by such Stockholder with any of the terms or provisions hereof, will (i) if such Stockholder is not an individual, conflict with or violate any provision of the organizational documents of such Stockholder or (ii)(A) assuming that the actions described in Section 2.04(b) have been completed prior to or promptly after the Effective Time, violate any Law applicable to such Stockholder, (B) violate or constitute a default (or an event which with notice or lapse of time or both would become a default) under any of the terms, conditions or provisions of any Contract to which such Stockholder is a party or accelerate such Stockholder’s obligations under any such Contract or (C) result in the creation of any Lien on any properties or assets of such Stockholder (including the Owned Shares).
No Conflicts; Governmental Approvals. (a) Assuming that all Approvals of or from, or Filings with, Governmental Authorities described in Section 4.06(b) and Section 5.04(b) of the Merger Agreement have been obtained or made, the execution and delivery of this Agreement by Sumitomo does not, and the performance by Sumitomo of its obligations hereunder will not, (i) conflict with any provisions of the organizational and other constituent documents of Sumitomo, (ii) violate any Law applicable to Sumitomo, (iii) result, after the giving of notice, with lapse of time, or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any Contract to which Sumitomo is a party or by which Sumitomo or any property or asset of Sumitomo is bound, or (iv) result in the creation or imposition of any Lien upon any properties or assets of Sumitomo, except, in the case of clauses (ii), (iii), and (iv), for any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Sumitomo to perform its obligations hereunder.
No Conflicts; Governmental Approvals. There is no statute, regulation, rule, order or judgment, and no provision of any mortgage, indenture, contract or agreement binding upon the Stockholder which would prohibit, conflict with, or in any way prevent the execution, delivery or performance of the terms of this Agreement. The execution, delivery and performance by the Stockholder of the terms of this Agreement do not require any filing with, or the consent or approval of, any governmental agency, regulatory authority or securities exchange.
No Conflicts; Governmental Approvals. (a) Except for compliance with any applicable requirements of the HSR Act and the GWB, none of the execution, delivery or performance by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby or compliance by the Purchaser with any of the provisions hereof will (i) conflict with or violate the Organizational Documents or any resolutions adopted by the stockholders, board of directors or other governing body of the Purchaser, (ii) conflict with or violate any Law applicable to the Purchaser or its assets or properties or (iii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of the Purchaser pursuant to, any material instrument or agreement to which the Purchaser is a party or by which the Purchaser or its properties may be bound or affected, except, in each case, where the conflict, violation, breach or default would not have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.
No Conflicts; Governmental Approvals. (a) Neither the execution and delivery of this Agreement by such Shareholder, nor the performance or compliance by such Shareholder with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the organizational documents of the Shareholder or (ii) assuming (A) compliance with the matters set forth in Section 3.03(a) and (B) that the actions described in Section 2.04(b) have been completed prior to or promptly after the Effective Time, (x) violate any Law applicable to the Shareholder, (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which the Shareholder is a party or accelerate the Shareholder’s obligations under any such Contract or (z) result in the creation of any Lien on any properties or assets of the Shareholder (including the Owned Shares), except, in the case of clause (ii), as would not reasonably be expected to have a material adverse effect on the ability of the Shareholder to perform its obligations hereunder.
No Conflicts; Governmental Approvals. (a) The execution, delivery and performance by the Borrower and each Guarantor of each of the Transaction Documents to which it is a party, the issuance, authentication, sale and delivery of the Bonds and compliance by the Borrower with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or (except for the Collateral Documents) result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Borrower or any Guarantor pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Borrower or any Guarantor is a party or by which the Borrower or any Guarantor is bound or to which any of the property or assets of the Borrower or any Guarantor is subject, except such conflicts, breaches, violations, defaults, liens charges or encumbrances as could not reasonably be expected to have a Material Adverse Effect, nor will such actions result in any violation of the provisions of the charter or by-laws of the Borrower or any Guarantor or any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or -36- 41 governmental agency or body having jurisdiction over the Borrower or any Guarantor or any of their properties or assets, except such violation as could not reasonably be expected to have a Material Adverse Effect.