Common use of No Conflicts; Governmental Approvals Clause in Contracts

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by Buyer do not, and the performance by Buyer of its obligations hereunder will not, (i) conflict with or violate any provision of the Organizational Documents of Buyer, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 4.03(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a), conflict with or violate any Law applicable to Buyer or by which any property or asset of Buyer is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which Buyer is entitled under, any Contract to which Buyer is a party or by which Buyer, or any property or asset of Buyer, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any property or asset of Buyer, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to prohibit or materially impair the ability of Buyer to perform its obligations hereunder.

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by Buyer each Stockholder do not, and the performance by Buyer each Stockholder of its obligations hereunder will not, (i) to the extent such Stockholder is not an individual, conflict with or violate any provision of the Organizational Documents of Buyersuch Stockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 4.03(b3.04(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a4.03(a), conflict with or violate any Law applicable to Buyer such Stockholder or by which any property or asset of Buyer such Stockholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which Buyer such Stockholder is entitled under, any Contract to which Buyer such Stockholder is a party or by which Buyersuch Stockholder, or any property or asset of Buyersuch Stockholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any property or asset of Buyersuch Stockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to prohibit or materially impair the ability of Buyer such Stockholder to perform its obligations hereunder.

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by Buyer such Stockholder do not, and the performance by Buyer such Stockholder of its obligations hereunder will not, (i) to the extent such Stockholder is not an individual, conflict with or violate any provision of the Organizational Documents organizational documents of Buyersuch Stockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 4.03(b3.04(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a4.03(a), conflict with or violate any Law applicable to Buyer such Stockholder or by which any property or asset of Buyer such Stockholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which Buyer such Stockholder is entitled under, any Contract to which Buyer such Stockholder is a party or by which Buyersuch Stockholder, or any property or asset of Buyersuch Stockholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance a Lien on any property or asset of Buyersuch Stockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely expected to prohibit or materially impair have a material adverse effect on the ability of Buyer such Stockholder to perform its obligations hereunder.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by Buyer such Stockholder do not, and the performance by Buyer consummation of its obligations hereunder the transactions contemplated hereby do not and will not, (i) conflict with or violate any provision of the Organizational Documents organizational documents of Buyersuch Stockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 4.03(b3.04(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a4.03(a), conflict with or violate any Law applicable to Buyer such Stockholder or by which any property or asset of Buyer such Stockholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which Buyer such Stockholder is entitled under, any Contract to which Buyer such Stockholder is a party or by which Buyersuch Stockholder, or any property or asset of Buyersuch Stockholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance a Lien on any property or asset of Buyersuch Stockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely expected to prohibit or materially impair have a material adverse effect on the ability of Buyer such Stockholder to perform its obligations hereunder.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by Buyer Parent and Merger Sub do not, and the performance by Buyer consummation of its obligations hereunder the Merger and the other transactions contemplated hereby, will not, not (i) breach, violate or conflict with the articles of incorporation, bylaws or violate other governing documents of Parent, the memorandum and articles of association of Merger Sub or the comparable governing instruments of any provision of the Organizational Documents of Buyertheir respective Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and waivers contemplated by Section 4.03(bsubsection (b) below have been obtained, and all filings described therein in such clauses have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a)conflict with, conflict with breach or violate any Law applicable to Buyer Parent or Merger Sub or any Affiliate thereof or by which any property of them or asset any of Buyer is their respective properties are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under), give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, require a consent or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or benefit acceleration of, or result in the creation of a Lien (except a Permitted Lien) on any of the material assets of Parent or Merger Sub pursuant to, any Contracts to which Buyer is entitled underParent or Merger Sub, any Contract to which Buyer is a party or by which BuyerParent or Merger Sub or its or their respective properties are bound, or any property or asset of Buyerexcept, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any property or asset of Buyer, except in the case of clauses (ii), (iii) and (iv) iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to prohibit or materially impair the ability of Buyer to perform its obligations hereundera Parent Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution Except as set forth on Section 4.3(a) of the Company Disclosure Schedule, the execution, delivery and delivery performance of this Agreement by Buyer do not, the Company and the performance by Buyer consummation of its obligations hereunder the Merger and the other transactions contemplated hereby do not and will not, not (i) conflict with breach or violate the Articles of Incorporation or Bylaws or the comparable charter or organizational documents of any provision of the Organizational Documents of Buyerits Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and waivers contemplated by Section 4.03(b4.3(b) have been obtained, and all filings described therein in such clauses have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a)Company Requisite Vote has been obtained, conflict with with, breach or violate any Law Law, rule, regulation, order, judgment or decree applicable to Buyer the Company or any of its Subsidiaries or by which its or any property of their respective properties or asset of Buyer is assets are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a breach, violation or default) under), give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, require a consent or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or benefit to which Buyer is entitled under, any Contract to which Buyer is a party or by which Buyeracceleration of, or any property or asset of Buyer, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance a Lien (except a Permitted Lien) on any property or asset of Buyerthe assets of the Company pursuant to, except any Material Contract, except, in the case of clauses the foregoing clause (ii) and this clause (iii), (iii) and (iv) for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which would not reasonably be likely expected to prohibit prevent or materially impair delay the ability consummation of Buyer to perform its obligations hereunderthe transactions contemplated by this Agreement by the Company.