Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCL, the DGCL and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of this Agreement, or the consummation of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Acquisition Sub nor the consummation by Parent and Merger Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Acquisition Sub, or (b) result in a default by Parent or Merger Acquisition Sub under any Contract to which Parent or Merger Acquisition Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect material adverse effect on Parentthe ability of Parent and Acquisition Sub to consummate the Offer or the Merger, or (c) result in a violation by Parent or Merger Acquisition Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Acquisition Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect material adverse effect on Parentthe ability of Parent and Acquisition Sub to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or "“blue sky" ” laws, the PBCLDGCL, the DGCL any foreign antitrust law or regulation and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus)Bylaws, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Offer or the Merger.

Non-Contravention; Consents. Neither the execution and (i) Parent or Merger Sub's execution, delivery or performance of this Agreement or any of the other agreements contemplated by Parent and Merger Sub this Agreement nor (ii) the consummation by Parent and Merger Sub of the Merger will directly or indirectly (with or without the lapse of time) (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLCGCL, the DGCL HSR Act and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of this Agreement, or the consummation of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated hereby will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles certificate of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLDGCL, the DGCL HSR Act and the rules of the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLDelaware General Corporations Law, the DGCL HSR Act, any foreign antitrust law or regulation and the rules of the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLMBCL, the DGCL and the rules of HSR Act, any foreign antitrust law or regulation, the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus)) and the Frankfurt Stock Exchange, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLDGCL, the DGCL HSR Act, any foreign antitrust law or regulation and the rules of the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, Chapter 92A of the PBCLNevada Revised Statutes, the DGCL HSR Act, any foreign antitrust law or regulation and the rules of the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Acquisition Sub nor the consummation by Parent and Merger Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Acquisition Sub, or ; (b) result in a default by Parent or Merger Acquisition Sub under any Contract to which Parent or Merger Acquisition Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect material adverse effect on Parent, the ability of Parent and Acquisition Sub to consummate the Offer or the Merger or (c) result in a violation by Parent or Merger Acquisition Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Acquisition Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect material adverse effect on Parentthe ability of Parent and Acquisition Sub to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLDGCL, any antitrust Law or regulation (including the DGCL HSR Act) and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus)NYSE, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Offer or the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Acquisition Sub nor the consummation by Parent and Merger Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Acquisition Sub, or (b) result in a default by Parent or Merger Acquisition Sub under any Contract to which Parent or Merger Acquisition Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect material adverse effect on ParentParent or Acquisition Sub as applicable, or (c) result in a violation by Parent or Merger Acquisition Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Acquisition Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect material adverse effect on ParentParent or Acquisition Sub as applicable. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCL, the DGCL and the rules and regulations of the SEC, NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus)AMEX, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Offer of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLDGCL, the DGCL and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus)HSR Act, any foreign antitrust law or regulation, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLDGCL, the DGCL any antitrust law or regulation and the rules of the NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution execution, delivery or performance by Parent and delivery Merger Sub of this Agreement, Agreement or the consummation by Merger Sub of the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Acquisition Sub nor the consummation by Parent and Merger Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Acquisition Sub, or (b) result in a default by Parent or Merger Acquisition Sub under any Contract to which Parent or Merger Acquisition Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect material adverse effect on Parentthe ability of Parent and Acquisition Sub to consummate the Offer or the Merger, or (c) result in a violation by Parent or Merger Acquisition Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Acquisition Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect material adverse effect on Parentthe ability of Parent and Acquisition Sub to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLDGCL, any antitrust law or regulation (including the DGCL HSR Act) and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus)NYSE, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Offer or the Merger.

Non-Contravention; Consents. Neither the execution and (i) Parent or Merger Sub's execution, delivery or performance of this Agreement or any of the other agreements contemplated by Parent and Merger Sub nor this Agreement, (ii) the consummation by Parent and Merger Sub of the Merger will (with or without the lapse of time), nor (iii) the issuance of the shares of Common Stock to be issued in the Merger, (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles certificate of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which either Parent or Merger Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulationlaws, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect on Parent, or (d) require registration of such issuance pursuant to the Securities Act or any state securities laws. Except To Parent's Knowledge, except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCL, the DGCL and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus)HSR Act, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of this Agreement, or the consummation of the Merger, or the issuance of the shares of Common Stock pursuant thereto.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will will, with or without notice or lapse of time, (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles certificate of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLDGCL, the DGCL HSR Act and the rules of the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the MergerMerger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCL, the DGCL and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of this Agreement, or the consummation of the Merger.. 3.8

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Acquisition Sub nor the consummation by Parent and Merger Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate or articles of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Acquisition Sub, or (b) result in a default by Parent or Merger Acquisition Sub under any Contract to which Parent or Merger Acquisition Sub is a party, except for any default which that has not had and will not have a Material Adverse Effect material adverse effect on Parentthe ability of Parent and Acquisition Sub to consummate the Offer or the Merger, or (c) result in a violation by Parent or Merger Acquisition Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Acquisition Sub is subject, except for any violation which that has not had and will not have a Material Adverse Effect material adverse effect on Parentthe ability of Parent and Acquisition Sub to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or "“blue sky" ” laws, the PBCLFBCA, any antitrust law or regulation (including the DGCL HSR Act) and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus)NYSE, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Offer or the Merger.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate Articles or Certificate of incorporation Incorporation or the bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which has not had and will not have a Material Adverse Effect on Parentthe Acquiring Corporations, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which has not had and will not have a Material Adverse Effect on Parentthe Acquiring Corporations. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLCalifornia General Corporation Law, the DGCL HSR Act and the rules of the NASD (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus)Bylaws, neither Parent nor Merger Sub is not and or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of this Agreement, or the consummation of the Merger, except for any Consent the absence of which has not had and will not have a Material Adverse Effect on the Acquiring Corporations.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the articles certificate of incorporation or bylaws of Merger Sub, or (b) result in a default by Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, except for any default which has not had and will not have a Material Adverse Effect on Parent, or (c) result in a violation by Parent or Merger Sub of any law, statute, rule, regulation, order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject, except for any violation which has not had and will not have a Material Adverse Effect on Parent. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the PBCLDGCL, the DGCL and the rules of HSR Act, the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Prospectus/Proxy Statement) and the rules and regulations of the NYSE (as they relate to the S-4 Registration Statement and the Prospectus/ProspectusProxy Statement), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and execution, delivery or performance of this Agreement, Agreement or the consummation of the Merger.