Common use of No Contravention Clause in Contracts

No Contravention. The execution and delivery of the Agreement does not, and the consummation of the transactions contemplated thereby will not (i) conflict with or result in any violation of any provision of the Certificate of Incorporation or Bylaws of Acquiror or Sub or (ii) conflict with or result in any violation 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 right or obligation or to a loss or a benefit under, any provision of the Certificate of Incorporation or Bylaws of Acquiror or Sub or any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or Sub or their properties or assets or result in the creation or imposition of any Encumbrance on any asset of Acquiror or Sub, except, only as to clause (ii) above, such as is not reasonably likely to have a Material Adverse Effect or prevent Acquiror or Sub from consummating the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Person, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Acquiror or Sub in connection with the execution and delivery of this Agreement or the consummation by them of the transactions contemplated hereby, except the filing of the Certificate of Merger.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP)

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No Contravention. The execution and delivery of the Agreement does not, and the consummation of the transactions contemplated thereby hereby will not not: (i) conflict with or result in any violation of any provision of the Certificate Articles of Incorporation Association of MailKey or Bylaws any of Acquiror or Sub the Subsidiaries; or (ii) conflict with or result in any violation 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 a right or obligation or to a loss or a benefit under, any provision of the Certificate of Incorporation or Bylaws of Acquiror or Sub or any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror MailKey or Sub any of the Subsidiaries, or any of their respective properties or assets assets, or result in the creation or imposition of any Encumbrance on mortgage, lien, pledge, charge or security interest of any asset kind ("ENCUMBRANCE") of Acquiror MailKey or Subthe Subsidiaries, except, only as to clause (ii) above, except such as is not reasonably likely to have a Material Adverse Effect or prevent Acquiror or Sub MailKey from consummating the transactions contemplated by this Agreement. No Except as set forth on Schedule 4.1(c), no consent, approval, order or authorization of, or registration, declaration or filing with, any Person, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Acquiror MailKey or Sub any Subsidiary in connection with the execution and delivery of this Agreement by MailKey or the consummation by them MailKey of the transactions contemplated hereby, except the filing of the BVI Certificate of Merger.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP)

No Contravention. The execution and delivery of the Agreement does not, and the consummation of the transactions contemplated thereby will not (i) conflict with or result in any violation of any provision of the Certificate Articles of Incorporation or Bylaws of Acquiror or Sub or (ii) conflict with or result in any violation 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 an right or obligation or to a loss or a benefit under, any provision of the Certificate of Incorporation charter or Bylaws of Acquiror or the Sub or any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or Sub or their its properties or assets assets. or result in the creation or imposition of any Encumbrance on any asset of Acquiror or SubAcquiror, except, only as to clause (ii) above, such as is not reasonably likely to have a Material Adverse Effect or prevent Acquiror or Sub from consummating the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Person, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Acquiror or the Sub in connection with the execution and delivery of this Agreement by either of them or the consummation by either of them of the transactions contemplated hereby, except the filing of the Certificate of MergerMerger with the Secretary of the State of Delaware.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pacific Rim Entertainment Inc), Agreement and Plan of Merger (Osage Systems Group Inc)

No Contravention. The execution and delivery of the Agreement does not, and the consummation of the transactions contemplated thereby will not (i) conflict with or result in any violation of any provision of the Certificate of Incorporation or Certificate of Incorporation, or Bylaws of Acquiror or Sub or (ii) conflict with or result in any violation 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 right or obligation or to a loss or a benefit under, any provision of the Certificate of Incorporation charter or Bylaws of Acquiror or Sub or any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or Sub or their its properties or assets or result in the creation or imposition of any Encumbrance on any asset of Acquiror or SubAcquiror, except, only as to clause (ii) above, such as is not reasonably likely to have a Material Adverse Effect or prevent Acquiror or Sub from consummating the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Person, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Acquiror or Sub in connection with the execution and delivery of this Agreement or the consummation by them of the transactions contemplated hereby, except the filing of a certificate of merger with the Certificate Secretary of Mergerthe State of Delaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Skynet Holdings Inc)

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No Contravention. The execution and delivery of the Agreement does not, and the consummation of the transactions contemplated thereby hereby will not not: (i) conflict with or result in any violation of any provision of the Certificate Articles of Incorporation or Bylaws of Acquiror or Sub Caiban; or (ii) conflict with or result in any violation 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 a right or obligation or to a loss or a benefit under, any provision of the Certificate of Incorporation or Bylaws of Acquiror or Sub or any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, or, to the best of its knowledge, statute, law, ordinance, rule or regulation applicable to Acquiror Caiban, or Sub the Stockholders, or any of their respective properties or assets assets, or result in the creation or imposition of any Encumbrance mortgage, lien, pledge, charge or security interest of any kind ("Encumbrance") on any asset assets of Acquiror or SubCaiban, except, only as to clause (ii) above, except such as is not reasonably likely to have a Material Adverse Effect or prevent Acquiror Caiban or Sub the Stockholders from consummating the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Person, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Acquiror or Sub Caiban in connection with the execution and delivery of this Agreement by Caiban and the Stockholders or the consummation by them Caiban and the Stockholders of the transactions contemplated hereby, except the filing of the Articles of Merger and Certificate of Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger Agreement (Enexi Holdings Inc)

No Contravention. The execution and delivery of the Agreement does not, and the consummation of the transactions contemplated thereby will not (i) conflict with or result in any violation of any provision of the Certificate Articles of Incorporation or Bylaws of Acquiror or Sub or (ii) conflict with or result in any violation or default (with or without notice or 22 28 lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any an right or obligation or to a loss or a benefit under, any provision of the Certificate of Incorporation charter or Bylaws of Acquiror or the Sub or any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or Sub or their its properties or assets assets. or result in the creation or imposition of any Encumbrance on any asset of Acquiror or SubAcquiror, except, only as to clause (ii) above, such as is not reasonably likely to have a Material Adverse Effect or prevent Acquiror or Sub from consummating the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Person, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Acquiror or the Sub in connection with the execution and delivery of this Agreement by either of them or the consummation by either of them of the transactions contemplated hereby, except the filing of the Certificate of MergerMerger with the Secretary of the State of Delaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Osage Systems Group Inc)

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