Common use of Non-contravention; Required Consents Clause in Contracts

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Merger) and the compliance by Parent and Merger Sub with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the Parent Charter Documents or (ii) assuming compliance with the matters referred to in Section 4.3(b), violate or conflict with any Applicable Law or Order, except in the case of clause (ii) above, for such violations or conflicts which, individually or in the aggregate, would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Gilat Satellite Networks LTD), Agreement and Plan of Merger (Gilat Satellite Networks LTD)

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Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by Parent and Merger Sub with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the articles of association or memorandum of association of Parent Charter Documents or the certificate of incorporation or bylaws of Merger Sub or, (ii) assuming compliance with the matters referred to in Section 4.3(b5.3(b), violate or conflict with any Applicable Law or OrderOrder applicable to Parent or Merger Sub or by which any of their properties or assets are bound, except in the case of clause (ii) above, for such violations violations, conflicts, defaults, terminations, accelerations or conflicts whichLiens that would not, individually or in the aggregate, would not reasonably be expected to be material to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)

Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by Parent and Merger Sub with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws of Parent Charter Documents or Merger Sub or, (ii) assuming compliance with the matters referred to in Section 4.3(b), violate or conflict with any Applicable Law law or Order, Order applicable to Parent or Merger Sub or by which any of their properties or assets are bound except in the case of clause (ii) above, for such violations violations, conflicts, defaults, terminations, accelerations or conflicts whichLiens which would not, individually or in the aggregate, would not reasonably be expected to be material to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Moldflow Corp), Agreement and Plan of Merger (Autodesk Inc)

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Non-contravention; Required Consents. (a) The execution, delivery or performance by Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Merger) and the compliance by Parent and Merger Sub with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of Parent Charter Documents or Merger Sub or, (ii) assuming compliance with the matters referred to in Section 4.3(b), violate or conflict with any Applicable Law or Order, Order applicable to Parent or Merger Sub or by which any of their properties or assets are bound except in the case of clause (ii) above, for such violations or conflicts which, individually or in the aggregate, would could not reasonably be expected to be material to have a Parent and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Supertex Inc)

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