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

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby and the compliance by the Company 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 the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 3.5(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Legal Requirement or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, have a Company Material Adverse Effect or have a material adverse effect on the ability of the parties to consummate the Merger.

Non-contravention; Required Consents. (a) The executionExcept as described on the Disclosure Schedule, the execution and delivery or performance by the Company of this AgreementAgreement and the Related Agreements, the consummation by the Company of the transactions contemplated hereby and thereby, and the compliance by the Company with any of the provisions hereof do not of this Agreement and the Related Agreements by Purchasers (in each case to the extent they are a party thereto) will not not: (i) violate or conflict with any provision of or violate the certificates of incorporation or bylaws or other constituent organizational documents of the Company EFI or any of its Subsidiaries, Newco; (ii) subject to obtaining such Consents set forth in Section 3.5(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or result in impair either of the termination Purchasers' rights or the obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or accelerate the performance required by, or result in a right of termination or acceleration under, any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Legal Requirement or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon an Encumbrance on any of the properties or assets of the Company Purchasers pursuant to any loan, credit agreement, note, bond, mortgage, deed of trust, indenture, reciprocal easement agreement, lease or other agreement to which either of the Purchasers or its or any of its Subsidiariestheir respective properties are bound or affected; or (iii) conflict with or violate any judgment, except order, decree, statute, law, ordinance, rule or regulation applicable to the Purchasers or their respective properties, assets or stock, other than, in the case of each of clauses clause (ii) or (iii), (iii) and (iv) aboveany such conflicts, for such violations, conflicts, defaults, terminations, accelerations rights or Liens which Encumbrances that would not, individually or in the aggregate, have not (x) constitute a Company Purchaser Material Adverse Effect or have a material adverse effect on (y) prevent the ability consummation of the parties to consummate the Mergertransactions contemplated hereby.