Common use of No Violation to Result Clause in Contracts

No Violation to Result. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by, (x) any of the terms of the Certificate of Incorporation or Bylaws of Parent or the Articles of Incorporation of Merger Sub or any resolution adopted by the board of directors of Parent or Merger Sub or shareholders of Parent or Merger Sub, or (y) any Contract or encumbrance to which Parent or Merger Sub is a party or by which it is bound; or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to Parent or Merger Sub; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person, upon any of the properties or assets of Parent or Merger Sub. Other than as expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by Parent or Merger Sub of this Agreement and the other documents contemplated hereby nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sourcefire Inc)

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No Violation to Result. The Except as set forth on Schedule 5.3, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (ia) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by, (xi) any of the terms of the Certificate certificate or articles of Incorporation incorporation or Bylaws bylaws of Parent or the Articles of Incorporation of Merger Sub or any resolution adopted by the board of directors of Parent or Merger Sub or shareholders stockholders of Parent or Merger SubParent, or (yii) any Contract contract or encumbrance Encumbrance to which Parent or Merger Sub is a party or by which it is bound; bound or (ziii) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to Parent or Merger Sub; (iib) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iiic) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person, upon any of the properties or assets of Parent or Merger Sub. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by Parent or Merger Sub of this Agreement and the other documents contemplated hereby nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger by And (Hughes Communications, Inc.)

No Violation to Result. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of timetime or both): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by, (xA) any of the terms of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or the Articles certificate of Incorporation incorporation of Merger Sub or any resolution adopted by the board boards of directors of Parent or Merger Sub or shareholders stockholders of Parent or Merger Sub, or (yB) any Contract or encumbrance to which Parent or Merger Sub is a party or by which it is bound; or (zC) any law, judgment, decree, order, rule, regulation, permit, license Law or other legal requirement of any Government Authority applicable to Parent or Merger Sub; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person, upon any of the properties or assets of Parent or Merger Sub. Other than as expressly set forth hereinon Schedule 5.3 and other than (1) the filing with the FTC and the U.S. Department of Justice under the HSR Act and any antitrust notification filings in any other country and (2) the filing of a joint voluntary notice with CFIUS under FINSA and written confirmation by CFIUS of the successful completion of the CFIUS review process, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by Parent or Merger Sub of this Agreement and the other documents contemplated hereby nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (STG Group, Inc.)

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No Violation to Result. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by, (x) any of the terms of the Certificate of Incorporation or Bylaws of Parent or the Articles of Incorporation of Merger Sub or any resolution adopted by the board of directors of Parent or Merger Sub or shareholders stockholders of Parent or Merger Sub, or (y) any Contract or encumbrance to which Parent or Merger Sub is a party or by which it is bound; or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to Parent or Merger Sub; (ii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (iii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person, upon any of the properties or assets of Parent or Merger Sub. Other than as expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by Parent or Merger Sub of this Agreement and the other documents contemplated hereby nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webmethods Inc)

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