No Conflicts; No Consents Sample Clauses

No Conflicts; No Consents. The issue and sale of the Securities, the execution and delivery by the Company of this Agreement, and the performance by the Company of its obligations under this Agreement will not contravene (i) any provision of applicable law, (ii) the Company’s articles of incorporation, as amended, or the code of regulations of the Company, as amended, (iii) any agreement or other instrument binding upon the Company or any of the Company’s subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except, in the case of clauses (i), (iii) and (iv) above, that would not have a material adverse effect on the current or future financial position, stockholdersequity or results of operations of the Company and its subsidiaries, taken as a whole, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained under the Securities Act or as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities.
No Conflicts; No Consents. The execution and delivery by Participant of this Agreement, the consummation of the transactions contemplated hereby and the performance of Participant’s obligations hereunder do not and will not (i) materially conflict with or result in a material violation or breach of any term or provision of any Law applicable to either Participant or the Restricted Stock Units or (ii) violate in any material respect, conflict with in any material respect or result in any material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or require either Participant to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, any contract, agreement, instrument, commitment, arrangement or understanding to which Participant is a party.
No Conflicts; No Consents. The execution, delivery and performance of ------------------------- this Agreement and all other agreements and documents contemplated by this Agreement (and the consummation of the transactions contemplated by this Agreement and such other agreements or documents) by Holdings do not, (a) require any notice to, filing with, authorization of, exemption by, or the consent of the government of the United States of America, or any state or local government or any political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government ("Governmental Authority") or any other third party, or (b) violate, conflict with, require the consent under, or result in a breach of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or permit cancellation of, or result in the acceleration of any obligation or the creation of any pledge, security interest, lien, mortgage, trust deed, lease or sublease (collectively, "Encumbrances") under any of the terms, conditions, or provisions of the Articles of Organization or the Operating Agreement of Holdings or any contract to which Holdings is a party or by which it or any of its properties is bound.
No Conflicts; No Consents. The execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder, and the consummation by Parent of the transactions contemplated hereby, do not and will not (a) conflict with Parent’s certificate of incorporation or bylaws, (b) materially violate or materially conflict with any constitution, law, ordinance, regulation, statute or treaty of any Governmental Entity (as defined in the Merger Agreement) (“Law”) applicable to Parent or any of Parent’s assets or properties or (c) violate or conflict with in any material respect, result in any material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, any agreement to which Parent is a party or by which any of its assets or properties is bound. No consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person (as defined in the Merger Agreement), on the part of Parent is required to be made or obtained in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, other than any filings as may be required under applicable stateBlue Sky” Laws.
No Conflicts; No Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Share Purchase and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under, any provision of (i) the organizational documents of the Company, (ii) any Contract to which the Company is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.2(b), any Judgment or Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of the Company to perform its obligations under this Agreement.
No Conflicts; No Consents. The execution, delivery and performance of this Agreement and each Other Agreement to which such Exchanging Member is a party, and the consummation of the transactions contemplated hereby and thereby, will not (i) violate or result in a breach of any of the terms, conditions or provisions of the organizational documents of such Exchanging Member, if such Exchanging Member is an entity; (ii) violate or result in a breach of any Law applicable to such Exchanging Member or by which any of such Exchanging Member’s property or assets may be bound; or (iii) contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), permit any party to terminate, amend or accelerate the provisions of, or result in the imposition of any Lien (or any obligation to create any Lien) upon any of the property or assets of such Exchanging Member under any contract, agreement, indenture, letter of credit, mortgage, security agreement, pledge agreement, deed of trust, bond, note, guarantee, surety obligation, warranty, license, franchise, Permit, power of attorney, lease, instrument or other agreement to which such Exchanging Member is a party or by which any of such Exchanging Member’s property or assets may be bound. No Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person is required by such Exchanging Member in connection with the execution, delivery and performance of this Agreement or any Other Agreement to which such Exchanging Member is a party, or the consummation by such Exchanging Member of the transactions contemplated hereby or thereby.
No Conflicts; No Consents. The execution, delivery and performance of this Agreement by such Party and its Subsidiaries, including but not limited to the granting of the releases and discharges contemplated hereby, will not infringe any law, regulation, judgment or order applicable to such Party and its Subsidiaries and is not and will not be contrary to the provisions of the constitutional documents of such Party and its Subsidiaries and will not (with or without notice, lapse of time or both) result in any breach of the terms of, or constitute a default under, any instrument or agreement to which such Party and its Subsidiaries is a party or by which it or its property is bound. All consents and approvals of any court, government agencies or other regulatory body required by such Party and its Subsidiaries for the execution, delivery and performance of the terms of this Agreement have been obtained and are in full force and effect.
No Conflicts; No Consents. The execution, delivery and performance by Subscriber of this Agreement does not, and the consummation by Subscriber of the transactions contemplated hereby will not, (a) violate, conflict with or constitute a default under the formation, governing or other organizational documents of Subscriber, (b) violate, conflict with or constitute a default under any agreement, indenture or instrument to which Subscriber is a party, (c) violate, conflict with or constitute a default under any law, statute, rule, regulation, order, judgment or decree to which Subscriber is subject, or (d) require the consent or approval of any governmental, administrative or other third-party.
No Conflicts; No Consents. The execution, delivery and performance by Rusnano of this Agreement and the other Transaction Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not directly or indirectly contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of: (i) any provision of the constituent documents of Rusnano; (ii) any resolution adopted by the board of directors or the shareholders of Rusnano; (iii) any provision of any Law or Governmental Authority applicable to Rusnano; or (iv) any term, condition, or provision of any agreement or other instrument or restriction to which Rusnano is a party or by which its assets are bound.
No Conflicts; No Consents. (a) Except as described in Section 5.3 of the Seller Disclosure Schedule, the execution and delivery by each Seller of this Agreement and the Transaction Documents to which it is a party do not, and the consummation by each Seller of the transactions contemplated by this Agreement and such Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien (other than Liens arising from acts of the Buyer or its affiliates) upon any properties or assets of the Sellers or the Seller Subsidiary under, any provision of (i) either Seller’s articles of incorporation, by-laws or the comparable charter or organizational documents of the Seller Subsidiary, (ii) any Contract to which any Seller or the Seller Subsidiary is a party or by which any of their respective properties or assets is bound, or (iii) any judgment, order or decree or Law applicable to any Seller or the Seller Subsidiary or their respective properties or assets.