Common use of Non-Contravention; Consents and Approvals Clause in Contracts

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Magicjack Vocaltec LTD), Agreement and Plan of Merger (B. Riley Financial, Inc.)

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Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company do not, and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent the Company or Merger Subany of its Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b3.03(b) have been obtained and all notices and filings described in Section 4.03(b3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent the Company or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries is or any of their respective assets may be bound, or (iv) result in the creation of any Lien (other than Permitted Liens) on any assets of the Company or any of its Subsidiaries, except in the case of clauses (ii), (iii) and (iiiiv) as is not and would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to preventthe Company and its Subsidiaries, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereundertaken as a whole.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)

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Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/)

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