Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution and delivery by the Company Stockholder of this Agreement and each Ancillary Document to which the Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the Company Stockholder of the transactions contemplated hereby and thereby and compliance by the Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholder’s Organizational Documents, (b) conflict with or violate any Law or Order applicable to the Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares of the Company’s capital stock, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company Stockholder.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Digital Ally, Inc.), Agreement and Plan of Merger (Megalith Financial Acquisition Corp), Agreement and Plan of Merger (Customers Bancorp, Inc.)

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Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, be or reasonably be expected to have be material to the Target Companies, taken as a Material Adverse Effect on whole, or their respective abilities to perform their obligations under this Agreement or the Company StockholderAncillary Documents or consummate the transactions contemplated hereby or thereby.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (Bull Horn Holdings Corp.), Agreement and Plan of Merger (Tingo, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in the cases of the foregoing clauses (a), (b) or and (c) that ), as has not been and would not reasonably be expected to have a Material Adverse Effect on be material to any Target Company or its ability to consummate the Company Stockholdertransactions contemplated by this Agreement or the Ancillary Documents or to perform such Target Company’s obligations hereunder or thereunder.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Lakeshore Acquisition II Corp.), Agreement and Plan of Merger (Arogo Capital Acquisition Corp.), Agreement and Plan of Merger (Lakeshore Acquisition I Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Seller or the Company Stockholder (or any other Target Entity, as applicable) of this Agreement and each Ancillary Document to which the Company Stockholder any Target Entity is or is required to be a party or otherwise bound, and the consummation by the Company Stockholder any Target Entity of the transactions contemplated hereby and thereby and compliance by the Company Stockholder any Target Entity with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Entity’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder any Target Entity or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder any Target Entity under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Entity under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, be or reasonably be expected to have be material to the Target Entities, taken as a Material Adverse Effect on whole, or their respective abilities to perform their obligations under this Agreement or the Company StockholderAncillary Documents or consummate the transactions contemplated hereby or thereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Tingo, Inc.), Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (Tingo, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 3.6, the execution and delivery by the Company Stockholder Purchaser Entities of this Agreement and each Ancillary Document to which the Company Stockholder each is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser Entities of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Purchaser Entities with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholder’s Organizational DocumentsDocuments any of the Purchaser Entities, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.5 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Purchaser Entities or any of its their respective properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder any Purchaser Entity under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Purchaser Entity under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (Tingo, Inc.), Agreement and Plan of Merger (Tingo, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have material to the Target Companies, taken as a Material Adverse Effect on whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Appears in 3 contracts

Samples: Business Combination Agreement (East Stone Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderContract.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.), Agreement and Plan of Merger (Global Blockchain Acquisition Corp.), Agreement and Plan of Merger (Digital World Acquisition Corp.)

Non-Contravention. The execution and delivery by the Company Stockholder Pubco, First Merger Sub and Second Merger Sub of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of the Company Stockholdersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundsuch Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPubco.

Appears in 3 contracts

Samples: Business Combination Agreement (Tristar Acquisition I Corp.), Business Combination Agreement (Finnovate Acquisition Corp.), Business Combination Agreement (East Stone Acquisition Corp)

Non-Contravention. The Except as otherwise described in Section 3.04 of the Purchaser Disclosure Schedules, the execution and delivery by the Company Stockholder Purchaser of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.03, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Purchaser, Merger Sub, or any of its their properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of the Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pono Capital Two, Inc.), Agreement and Plan of Merger (Pono Capital Two, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 4.6 of the Company Disclosure Schedules, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate violate, or constitute a default under, any provision of the Company Stockholdersuch Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the such Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the such Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of such Target Company under, (viii) give rise to any obligation to provide notice to, or obtain any third party Consent or provide any notice to from, any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect on the Company StockholderCompany.

Appears in 2 contracts

Samples: Business Combination Agreement (Far Peak Acquisition Corp), Business Combination Agreement (TradeUP Global Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its their properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) ), that would not reasonably be expected to have a Material Adverse Effect on the Company Stockholderany Target Company.

Appears in 2 contracts

Samples: Merger Agreement (Borqs Technologies, Inc.), Merger Agreement (Pacific Special Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its their properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderContract.

Appears in 2 contracts

Samples: Share Exchange Agreement (Greenland Acquisition Corp.), Share Exchange Agreement (JM Global Holding Co)

Non-Contravention. The execution and delivery by the Company Stockholder of this Agreement and each Ancillary Document to which the Company Stockholder is or is required to be a party or otherwise boundAgreement, and the consummation by the Company Stockholder of the transactions contemplated hereby and thereby and compliance by the Company Stockholder with any of the provisions hereof by such Sponsor Party do not and thereof, will not (a) conflict with or violate any provision of the Company Stockholder’s Organizational DocumentsDocuments of such Sponsor Party (if such Sponsor Party is not a natural person), (b) conflict with or violate any Law or Governmental Order applicable to the Company Stockholder such Sponsor Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Sponsor Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien Encumbrance (other than Permitted Encumbrances) upon the shares any of the Company’s capital stockproperties or assets of such Sponsor Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to consent from any Person under or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any material Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundof such Sponsor Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Company Stockholderability of such Sponsor Party to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Sponsor Support Agreement and Deed (JEPLAN Holdings, Inc.), Sponsor Support Agreement and Deed (JEPLAN Holdings, Inc.)

Non-Contravention. The execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Organisational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have be material to the Target Companies, taken as a Material Adverse Effect on whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Appears in 2 contracts

Samples: Lock Up Agreement (Vertical Aerospace Ltd.), Lock Up Agreement (Broadstone Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to be have a Material Adverse Effect on to the Target Companies, taken as a whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party.

Appears in 2 contracts

Samples: Business Combination Agreement (AIB Acquisition Corp), Business Combination Agreement (East Stone Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby Transactions and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict in any manner with or violate in any Law respect any Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Third Party Consent or provide any notice to any Person Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company StockholderEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SEP Acquisition Corp.), Agreement and Plan of Merger (SANUWAVE Health, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder of this Agreement and each Ancillary Document to which any of the Company Stockholder is are or is are required to be a party or otherwise bound, and the consummation by any of the Company Stockholder of the transactions contemplated hereby and thereby and compliance by any of the Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderCompany’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any of the Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any of the Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderContract.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Semper Paratus Acquisition Corp), Agreement and Plan of Merger (PowerUp Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by the Company Stockholder Purchaser of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise bound, and the consummation by the Company Stockholder Purchaser of the transactions contemplated hereby and thereby Transactions, and compliance by the Company Stockholder Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict in any manner with or violate in any Law respect any Law, Order or Order Consent applicable to the Company Stockholder Purchaser or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of the Purchaser under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SANUWAVE Health, Inc.), Agreement and Plan of Merger (SEP Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the any Target Company Stockholder’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company StockholderCompany.

Appears in 2 contracts

Samples: Business Combination Agreement (Jupiter Wellness Acquisition Corp.), Business Combination Agreement (Deep Medicine Acquisition Corp.)

Non-Contravention. The execution and delivery by the Company Stockholder Newegg (or any other Newegg Subsidiary, as applicable) of this Agreement and each Ancillary Document to which the Company Stockholder any Newegg Subsidiary is or is required to be a party or otherwise bound, and the consummation by the Company Stockholder any Newegg Subsidiary of the transactions contemplated hereby and thereby and compliance by the Company Stockholder any Newegg Subsidiary with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Newegg Subsidiary’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder any Newegg Subsidiary or any of its their properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder any Newegg Subsidiary under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Newegg Subsidiary under, (viii) give rise to any obligation to obtain any third party Consent consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundNewegg Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderNewegg.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lianluo Smart LTD), Agreement and Plan of Merger (Lianluo Smart LTD)

Non-Contravention. The execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have be material to the Target Companies, taken as a Material Adverse Effect on whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Appears in 1 contract

Samples: Business Combination Agreement (Centricus Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by the Company Stockholder each Purchaser Party of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder each Purchaser Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder each Purchaser Party with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholdersuch Purchaser Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Purchaser Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder any Purchaser Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Purchaser Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integrated Wellness Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by the Company Stockholder SPAC of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder SPAC of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder SPAC with any of the provisions hereof and thereof, will not (a) contravene or conflict with or violate any provision of the Company StockholderSPAC’s Organizational Documents, (b) contravene or conflict with or constitute a violation of any Law or Order binding upon or applicable to the SPAC, (c) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder SPAC or any of its properties or assets, or (cd) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder SPAC under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of the SPAC under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which of the Company Stockholder is a party or its properties or assets are otherwise boundSPAC, including the Trust Account, except for any deviations from any of the foregoing clauses (a), (b), (c) or (cd) that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company StockholderSPAC.

Appears in 1 contract

Samples: Business Combination Agreement (Maxpro Capital Acquisition Corp.)

Non-Contravention. The execution and delivery by Pubco and the Company Stockholder Cayman Merger Sub of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder such Party with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholdersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent from or provide any notice to any Person who is not a Party or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundsuch Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material impact on the Company Stockholderability of Pubco or Cayman Merger Sub on a timely basis to consummate the Transactions.

Appears in 1 contract

Samples: Business Combination Agreement (Alussa Energy Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biolife Solutions Inc)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder of this Agreement and each Ancillary Document to which the Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the Company Stockholder of the transactions contemplated hereby and thereby Contemplated Transactions and compliance by the Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderCompany’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.6 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder or Company, any of its the Company’s material properties or assets, or any Contributed Assets, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the shares properties or assets of the Company’s capital stock, or the Contributed Assets, under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, in each case, any of the terms, conditions or provisions of any Company Material Contract, or any Contract to which materially affecting the Company Stockholder is a party or its properties or assets are otherwise boundContributed Assets, except for any deviations from any in the cases of the foregoing clauses (a), (b) or (c) that would ), as has not reasonably be expected to have been a Material Adverse Effect on the Company StockholderCompany.

Appears in 1 contract

Samples: Business Combination Agreement (Quantum FinTech Acquisition Corp)

Non-Contravention. The execution and delivery by the Company Stockholder Xxxxxx Sub of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderMerger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of Merger Sub under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to from any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMerger Sub, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderMerger Sub.

Appears in 1 contract

Samples: Business Combination Agreement (Keyarch Acquisition Corp)

Non-Contravention. The execution and delivery by the Company Stockholder of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderCompany’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of the Company under, (viii) give rise to any obligation to obtain any third party Consent consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundmaterial contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderCompany.

Appears in 1 contract

Samples: Share Exchange Agreement (Nxu, Inc.)

Non-Contravention. The execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien Lien, other than Permitted Liens, upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderTarget Companies, taken as a whole.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Colombier Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Company Material Contract, except, in the case of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except each of clauses (i) - (ix) for any deviations from conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any of the foregoing clauses (a)consents, (b) or (c) that in each case, would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company StockholderEffect.

Appears in 1 contract

Samples: Share Exchange Agreement (Yunhong International)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract Company Material Contract, except in the case of clause (b), as would not individually or in the aggregate reasonably be expected to be material to the Target Companies, taken as a whole, or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which the Company Stockholder it is or is required to be a party or its properties or assets are otherwise bound, except for any deviations from any or in the case of the foregoing clauses (a), (b) or clause (c) that as has not, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company StockholderCompany.

Appears in 1 contract

Samples: Business Combination Agreement (Andina Acquisition Corp. III)

Non-Contravention. The Except as otherwise described in Schedule 4.6 of the Company Disclosure Schedules, for the filing of the Amended Organizational Documents, the execution and delivery by the Company Stockholder of this Agreement and each Ancillary Document to which the Company Stockholder is or is required to be a party or otherwise boundbound as of the date of this Agreement, and the consummation by the Company Stockholder of the transactions contemplated hereby and thereby and compliance by the Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate violate, or constitute a default under, any provision of the Company Stockholder’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockmaterial properties or assets of the Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to to, any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to be have a Material Adverse Effect on the Company Stockholderor Merger Sub.

Appears in 1 contract

Samples: Business Combination Agreement (Keyarch Acquisition Corp)

Non-Contravention. The execution and delivery by the Company Stockholder Purchaser of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser of the transactions contemplated hereby and thereby Transactions, and compliance by the Company Stockholder Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3, and any condition precedent to such Consent having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Purchaser or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 1 contract

Samples: Business Combination Agreement (GoGreen Investments Corp)

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by the Company Stockholder each Purchaser Party of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder each Purchaser Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder each Purchaser Party with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of the Company Stockholdersuch Purchaser Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Purchaser Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder any Purchaser Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Purchaser Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Purchaser Material Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound(as defined below), except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Benessere Capital Acquisition Corp.)

Non-Contravention. The execution and delivery by the Company Stockholder such Seller of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise bound, bound and the consummation by the Company Stockholder such Seller of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder such Seller with any of the provisions hereof and thereof, will not not, (a) if such Seller is an entity, conflict with or violate any provision of the Company Stockholdersuch Seller’s Organizational Documents, (b) conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Seller or any of its properties or assets, assets or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Seller under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of such Seller under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder such Seller is a party or such Seller or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or clause (c) that has not had and would not reasonably be expected to have a Material Adverse Effect on materially impair or delay the Company Stockholderability of such Seller to consummate the Transactions.

Appears in 1 contract

Samples: Share Exchange Agreement (Onconetix, Inc.)

Non-Contravention. The execution and delivery by the Company Stockholder Pubco and Merger Sub of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of the Company Stockholdersuch Party’s Organizational Documents, (b) subject to the approval of the Plan of Merger and Articles of Merger, and obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundsuch Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have result in a Material Adverse Effect on the Company StockholderPubco.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have be material to the Target Companies, taken as a Material Adverse Effect on whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Appears in 1 contract

Samples: Business Combination Agreement (Kismet Acquisition One Corp)

Non-Contravention. The execution Subject to obtaining the Company Stockholder Approval and the approval of the Investors under the Investor Rights Agreement, the Charter Amendment having become effective and the Credit Agreement Amendment being entered into by all of the parties thereto, and except as set forth in Section 3.3 of the Disclosure Schedule, the issuance of the Resulting Shares upon completion of the Debt Exchange, the Rights Offering and the issuance of the Rights Offering Shares, the execution, delivery and performance by the Company Stockholder of this Agreement and each Ancillary Document to which the Company Stockholder is or is required to be a party or otherwise bound, Restructuring Documents and the consummation by the Company Stockholder of the transactions contemplated hereby and thereby and compliance by the Company Stockholder with any of the provisions hereof and thereofthereby, will not (ai) conflict with or violate any provision of any Applicable Law, (ii) violate any provision of any of the organizational documents of the Company Stockholder’s Organizational Documents, (b) conflict with or violate any Law or Order applicable to the Company Stockholder or any of its properties or assetsSubsidiaries, or (ciii) (i) violate, conflict with or result in a breach or violation of, (iiiv) constitute a default (with or an event which, with without notice or lapse of time or both, would constitute ) a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder default under, (v) result in a or give to any Person any right of termination termination, cancellation, acceleration or acceleration undermodification in or with respect to, (vi) result in or give rise to any obligation Person any additional rights or entitlement to make increased, additional, accelerated or guaranteed payments or provide compensation under, or (vii) result in the creation or imposition of any Lien upon the shares Company or any of the Company’s capital stock, (viii) give rise to its Subsidiaries or any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term of their respective assets and properties under, any of the terms, conditions terms or provisions of any Contract Contract, indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company Stockholder or any of its Subsidiaries is a party or its by which any of them is bound or to which any of their respective properties or assets are otherwise boundis subject, except for any deviations from any of the foregoing except, with respect to clauses (ai), (biii), (iv), (v), (vi) and (vii), conflicts, default, violations, terminations or (c) Liens that would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company StockholderEffect.

Appears in 1 contract

Samples: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on upon the Company StockholderTarget Companies.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Industrial Tech Acquisitions II, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 4.6 of the Company Disclosure Schedules, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, reasonably be expected to have be material to the Target Companies, taken as a Material Adverse Effect on whole, or materially and adversely affect their respective abilities to perform their obligations under this Agreement or the Company StockholderAncillary Documents or to consummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kludein I Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 6.4, the execution and delivery by the Company Stockholder Purchaser of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Purchaser with any of the provisions hereof and thereof, will not (a) subject to obtaining the approval of the Purchaser’s shareholders, conflict with or violate any provision of the Company StockholderPurchaser’s Organizational Governing Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Purchaser or any of its their properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 1 contract

Samples: Share Purchase Agreement (Energem Corp)

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by the Company Stockholder Purchaser of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser Parties of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Purchaser Parties with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholder’s Purchaser Parties’ Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder a Purchaser Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of the Purchaser Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser Party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Colombier Acquisition Corp.)

Non-Contravention. The execution and delivery by the Company Stockholder Pubco, First Merger Sub and Second Merger Sub of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of the Company Stockholdersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundsuch Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPubco.

Appears in 1 contract

Samples: Business Combination Agreement (AIB Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that as has not been and would not reasonably be expected to be have a Material Adverse Effect on the Company Stockholderany Target Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pono Capital Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in the cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have be material to the Target Companies, taken as a Material Adverse Effect on whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or is required to be a party or otherwise bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AMCI Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderContract.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integrated Wellness Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company Stockholderand its Subsidiaries, taken as a whole, or its ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Artemis Strategic Investment Corp)

Non-Contravention. The Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, the execution and delivery by the Company Stockholder Purchaser of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Purchaser with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of the Company StockholderPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Purchaser or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of the Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Purchaser Material Adverse Effect on the Company StockholderEffect.

Appears in 1 contract

Samples: Registration Rights Agreement (Inflection Point Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderContract.

Appears in 1 contract

Samples: Share Exchange Agreement (TKK SYMPHONY ACQUISITION Corp)

Non-Contravention. The Except as set forth in Section 4.4 of the Purchaser Disclosure Schedules, the execution and delivery by the Company Stockholder Purchaser of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Purchaser or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of the Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have result in a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderContract.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pono Capital Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby thereby, and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will shall not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.6 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person under or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or clause (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderCompany.

Appears in 1 contract

Samples: Share Exchange Agreement (Onconetix, Inc.)

Non-Contravention. The execution and delivery by the Company Stockholder each of Pubco and Mxxxxx Sub of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby Transactions, and compliance by the Company Stockholder such Party with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholdersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (ic)(i) violate, conflict with or result in a breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide material compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon the shares any of the Company’s capital stockproperties or assets of such Party under, (viii) give rise to any material obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a material default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundsuch Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPubco or Merger Sub, as applicable.

Appears in 1 contract

Samples: Business Combination Agreement (Aetherium Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule ‎6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderCompany’s or any Target Company’s Organizational Documents, (b) subject to obtaining the Consents required from Governmental Authorities referred to in Section ‎6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in the cases of the foregoing clauses (a), (b) or and (c) that ), as has not been and would not reasonably be expected to have a Material Adverse Effect on be material to any Target Company or its ability to consummate the Company Stockholdertransactions contemplated by this Agreement or the Ancillary Documents or to perform the Company’s or any such Target Company’s obligations hereunder or thereunder.

Appears in 1 contract

Samples: Implementation and Business Combination Agreement (Canna-Global Acquisition Corp)

Non-Contravention. The execution and delivery by Pubco and the Company Stockholder Merger Sub of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder such Party with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholdersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundsuch Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect material impact on the Company Stockholderability of Pubco or any Merger Sub to consummate the transactions contemplated by this Agreement and the Ancillary Documents to which it is a party.

Appears in 1 contract

Samples: Business Combination Agreement (Relativity Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Benessere Capital Acquisition Corp.)

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Non-Contravention. The Except as otherwise described in Schedule 4.7, the execution and delivery by the Company Stockholder and Merger Sub (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the Company Stockholder such Person is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the Company Stockholder such Person with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany such Person’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.6 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Person or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Person under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of such Person under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to be have a Material Adverse Effect on the Company Stockholderor Merger Sub.

Appears in 1 contract

Samples: Business Combination Agreement (Industrial Tech Acquisitions, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderEffect.

Appears in 1 contract

Samples: Business Combination Agreement (Finnovate Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents required from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assetsassets in any material respect, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) except as set forth in Schedule 10.1(d), give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a material default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any material right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on (x) the Target Companies taken as a whole, or (y) the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or shall be a party.

Appears in 1 contract

Samples: Business Combination Agreement (Edoc Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.6 of the Company Disclosure Schedules, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate violate, or constitute a default under, any provision of the Company Stockholdersuch Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the such Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the such Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of such Target Company under, (viii) give rise to any obligation to provide notice to or obtain any third party Consent or provide any notice to from, any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect on the Company StockholderCompany.

Appears in 1 contract

Samples: Business Combination Agreement (AlphaVest Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its material properties or assets, or (c) (i) violate, conflict with any provision of, or result in a the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (ii) constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation, modification, or acceleration) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares of the Company’s capital stock, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ixd) give result in the creation of any Person Lien upon any of the right to declare a default, exercise properties or assets of any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or Target Company under (other term underthan Permitted Liens), any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in the cases of the foregoing clauses (ab), (b) or (c) that and (d), as would not reasonably be expected to have be, individually or in the aggregate, material to the Target Companies, taken as a Material Adverse Effect on whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Appears in 1 contract

Samples: Business Combination Agreement (ClimateRock)

Non-Contravention. The Except as otherwise described in Schedule 7.6, the execution and delivery by the Company Stockholder (or the Company Sub, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 7.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on be material to the Target Companies or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or is required to be a party or otherwise bound.

Appears in 1 contract

Samples: Business Combination Agreement (Healthwell Acquisition Corp. I)

Non-Contravention. The Except as otherwise described in Schedule 5.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.5 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its their properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderContract.

Appears in 1 contract

Samples: Share Exchange Agreement (DT Asia Investments LTD)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderTarget Companies.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genesis Growth Tech Acquisition Corp.)

Non-Contravention. The execution and delivery by the Company Stockholder each of Pubco and Merger Sub of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder such Party with any of the provisions hereof and thereof, will not not, subject to the filing of the Pubco A&R Memorandum and Articles, (a) conflict with or violate any provision of the Company Stockholdersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide material compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon the shares any of the Company’s capital stockproperties or assets of such Party under, (viii) give rise to any material obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a material default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundsuch Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPubco.

Appears in 1 contract

Samples: Business Combination Agreement (Edoc Acquisition Corp.)

Non-Contravention. The Except as otherwise described on Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, have or reasonably be expected to have an adverse effect in any material respect upon the Target Companies, taken as a Material Adverse Effect on whole, or their respective abilities to perform their obligations under this Agreement or the Company StockholderAncillary Documents or consummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Apeiron Capital Investment Corp.)

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by the Company Stockholder Delta (or any other Delta Company, as applicable) of this Agreement and each Ancillary Document to which the any Delta Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Delta Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Delta Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Delta Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Delta Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Delta Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Delta Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundDelta Material Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have be material to the Delta Companies, taken as a Material Adverse Effect on whole, or the Company Stockholderability of Delta to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Appears in 1 contract

Samples: Merger and Share Exchange Agreement (Coffee Holding Co Inc)

Non-Contravention. The execution and delivery by Pubco and the Company Stockholder Merger Subs of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder such Party with any of the provisions hereof and thereof, will not (a) subject to the adoption of the Amended Pubco Organizational Documents, conflict with or violate any provision of the Company Stockholdersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundsuch Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material impact on the Company Stockholderability of Pubco or any Merger Sub to consummate on a timely basis the transactions contemplated by this Agreement and the Ancillary Documents to which it is a party.

Appears in 1 contract

Samples: Business Combination Agreement (Mars Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by the Company Stockholder Purchaser of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.4 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Purchaser, Duet Merger Sub, or any of its their properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of the Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (DUET Acquisition Corp.)

Non-Contravention. The execution and delivery by the Company Stockholder VIH of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder VIH of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder VIH with any of the provisions hereof and thereof, will shall not (a) conflict with or violate any provision of the Company Stockholder’s VIH Articles of Association or any other Organizational DocumentsDocument of VIH, (b) as of the date of this Agreement, subject to obtaining the consents from Governmental Authorities referred to in Section 8.03, and the waiting periods referred to therein having expired, including waiting periods, approvals, clearances, Required Antitrust Filings or orders required under the Antitrust Laws, and any condition precedent to such consent or waiver having been satisfied, conflict with or violate any Law Law, Governmental Order or Order consent applicable to the Company Stockholder VIH or any of its properties or assets, or (c) as of the date of this Agreement, (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder VIH under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than transfer restrictions under applicable securities laws and the applicable Organizational Documents of VIH or Permitted Liens) upon the shares any of the Company’s capital stockproperties or assets of VIH under, (viii) give rise to any obligation to obtain any third party Consent consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract of VIH or (d) result in the creation of any Contract to which Lien upon any of the Company Stockholder is a party or its properties or assets are otherwise boundof VIH, including the Trust Account, except for any deviations from any of the foregoing clauses (ab), (bc) or (cd) that have not had and would not reasonably be expected to have have, individually or in the aggregate, a VIH Material Adverse Effect on the Company StockholderEffect.

Appears in 1 contract

Samples: Business Combination Agreement (VPC Impact Acquisition Holdings II)

Non-Contravention. The Except as otherwise described in Section 4.6 of the Company Disclosure Schedule, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby Transactions and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in this Section 4.6 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound(as defined below), except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Twelve Seas Investment Co. II)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate in any material respect any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate violate, or constitute a breach under, any Law Law, Order or Order applicable Consent to the which a Target Company Stockholder or any of its properties or assetsassets are subject or bound, or (c) (i) violate, conflict with or result in a material breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets or Equity Securities of a Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify in any material respect any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, have or reasonably be expected to have an adverse effect upon the Target Companies, taken as a Material Adverse Effect on whole, or their respective abilities to perform their obligations under this Agreement or the Company StockholderAncillary Documents or consummate the transactions contemplated hereby or thereby, in any case, in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Malacca Straits Acquisition Co LTD)

Non-Contravention. The execution and delivery by the Company Stockholder Seller of this Agreement Joinder (and becoming a party under the Business Combination Agreement) and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise bound, bound and the consummation by the Company Stockholder Seller of the transactions contemplated hereby and thereby or thereby, and compliance by the Company Stockholder Seller with any of the provisions hereof and or thereof, will not not, (ai) conflict with or violate any provision of the Company StockholderSeller’s Organizational Documents, (bii) conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Seller or any of its properties or assets, assets or (ciii) (iA) violate, conflict with or result in a breach of, (iiB) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iiiC) result in the termination, withdrawal, suspension, cancellation or modification of, (ivD) accelerate the performance required by the Company Stockholder Seller under, (vE) result in a right of termination or acceleration under, (viF) give rise to any obligation to make payments or provide compensation under, (viiG) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of Seller under, (viiiH) give rise to any obligation to obtain any third party Consent consent or provide any notice to any Person or (ixI) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder Seller is a party or Seller or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (ai), (bii) or (ciii) that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company StockholderSeller.

Appears in 1 contract

Samples: Business Combination Agreement (Twelve Seas Investment Co)

Non-Contravention. The Except as otherwise described in Schedule 4.4 of Thunder Bridge II Disclosure Schedules, the execution and delivery by each of Parent, Thunder Bridge II and the Company Stockholder Merger Subs of this Agreement and each Ancillary Transaction Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Thunder Bridge II of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Thunder Bridge II with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderThunder Bridge II’s Organizational Documents, (b) subject to obtaining the consents from Governmental Authorities referred to herein, and the waiting periods referred to therein having terminated or expired, and any condition precedent to such consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order consent applicable to the Company Stockholder Thunder Bridge II or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Thunder Bridge II under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of Thunder Bridge II under, (viii) give rise to any obligation to obtain any third party Consent consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundThunder Bridge II Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderThunder Bridge II.

Appears in 1 contract

Samples: Master Transactions Agreement (Thunder Bridge Acquisition II, LTD)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on be material to any Target Company or materially impair the ability of the Company Stockholderon a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edoc Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on material and adverse effect upon the Company StockholderTarget Companies, taken as a whole, or their respective abilities to perform their obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Delwinds Insurance Acquisition Corp.)

Non-Contravention. The Except as otherwise described on Schedule 6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on be material to the Target Companies or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Appears in 1 contract

Samples: Business Combination Agreement (Hainan Manaslu Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 3.5, the execution and delivery by Seller and the Company Stockholder (and the other Target Companies, as applicable) of this Agreement and each Ancillary Document to which the Seller or any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by Seller and the Company Stockholder other Target Companies, as applicable, of the transactions contemplated hereby and thereby and compliance by Seller and each of the Company Stockholder Target Companies, as applicable, with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderSeller’s or any Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.4 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Seller or any Target Company Stockholder or any of its their properties or assets, (c) require the Consent of any Person (except where failure to obtain such Consent would not have a Material Adverse Effect on any Target Company), or (cd) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Material Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for of any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderTarget Company.

Appears in 1 contract

Samples: Share Exchange Agreement (Lm Funding America, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 5.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderContract.

Appears in 1 contract

Samples: Business Combination Agreement (Kernel Group Holdings, Inc.)

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by the Company Stockholder Purchaser Parties of this Agreement and each Ancillary Document to which the Company Stockholder each is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser Parties of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Purchaser Parties with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of each of the Company Stockholder’s Purchaser Parties’ Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to each of the Company Stockholder Purchaser Parties or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser Parties under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of the Purchaser Parties under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on either of the Company StockholderPurchaser Parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edoc Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule ‎6.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section ‎6.5, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its material properties or assets, or (c) (i) violate, conflict with any provision of, or result in a the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (ii) constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation, modification, or acceleration) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares of the Company’s capital stock, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ixd) give result in the creation of any Person Lien upon any of the right to declare a default, exercise properties or assets of any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or Target Company under (other term underthan Permitted Liens), any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in the cases of the foregoing clauses (ab), (b) or (c) that and (d), as would not reasonably be expected to have be, individually or in the aggregate, material to the Target Companies, taken as a Material Adverse Effect on whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Appears in 1 contract

Samples: Business Combination Agreement (ClimateRock)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict in any manner with or violate in any Law respect any Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in the cases of the foregoing clauses (a), (b) or and (c) that ), as has not been and would not reasonably be expected to have a Material Adverse Effect on be material to any Target Company or its ability to consummate the Company Stockholdertransactions contemplated by this Agreement or the Ancillary Documents or to perform such Target Company’s obligations hereunder or thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Galileo Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, reasonably be expected to have be material to a Material Adverse Effect on Target Company or materially impair the ability of the Company Stockholderon a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tenzing Acquisition Corp.)

Non-Contravention. The None of the Target Companies is in material violation of any term of its Organizational Documents. None of the Target Companies is in violation of any term or provision of any Order to which it is party or by which it is bound which has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as otherwise described in Section 6.6 of the Company Disclosure Schedules, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise boundparty, and the consummation by the any Target Company Stockholder of the transactions Transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to be have a Material Adverse Effect on to the Target Companies, taken as a whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party.

Appears in 1 contract

Samples: Business Combination Agreement (Golden Star Acquisition Corp)

Non-Contravention. The execution and delivery by the Company Stockholder Seller of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise bound, bound and the consummation by the Company Stockholder Seller of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Seller with any of the provisions hereof and thereof, will not not, (a) if the Seller is an entity, conflict with or violate any provision of the Company StockholderSeller’s Organizational Documents, (b) conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Seller or any of its properties or assets, assets or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Seller under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of the Seller under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person consent or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder Seller is a party or the Seller or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not reasonably be expected to have a Material Adverse Effect on materially impair or delay the Company Stockholderability of the Seller to consummate the Transactions.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in the cases of the foregoing clauses (a), (b) or and (c) that ), as has not been and would not reasonably be expected to have a Company Material Adverse Effect on any Target Company or its ability to consummate the Company Stockholdertransactions contemplated by this Agreement or the Ancillary Documents or to perform such Target Company’s obligations hereunder or thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Data Knights Acquisition Corp.)

Non-Contravention. The execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on be material to any Target Company or materially impair the ability of the Company Stockholderon a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Light Acquisition Group, Inc.)

Non-Contravention. The execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that ), as would not individually or in the aggregate reasonably be expected to have be material to the Target Companies, taken as a Material Adverse Effect on whole, or the ability of the Company Stockholderto perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

Non-Contravention. The (a) Except as otherwise described on Schedule 5.6, the execution and delivery by the an Operating Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on material and adverse effect upon the Company StockholderTarget Companies, taken as a whole, or their respective abilities to perform their obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Business Combination Agreement (Relativity Acquisition Corp)

Non-Contravention. The execution and delivery by the Company Stockholder Merger Sub of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder such Party of the transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderMerger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of Merger Sub under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to from any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMerger Sub, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderMerger Sub.

Appears in 1 contract

Samples: Business Combination Agreement (Global SPAC Partners Co,)

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by the Company Stockholder (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which the any Target Company Stockholder is or is required to be a party or otherwise bound, and the consummation by the any Target Company Stockholder of the transactions contemplated hereby and thereby and compliance by the any Target Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company Stockholderany Target Company’s Organizational Documents, ; (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the any Target Company Stockholder or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the any Target Company Stockholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon the shares any of the Company’s capital stockproperties or assets of any Target Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundMaterial Contract, except for any deviations from any in the cases of clauses (b) and (c), to the extent that the occurrence of the foregoing clauses (a), (b) or (c) that would not have, or reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company StockholderTarget Companies, taken as a whole.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Innovative International Acquisition Corp.)

Non-Contravention. The Except as otherwise described in Section 4.4 of the Purchaser Disclosure Schedules, the execution and delivery by the Company Stockholder Purchaser of this Agreement and each Ancillary Document to which the Company Stockholder it is or is required to be a party or otherwise boundparty, and the consummation by the Company Stockholder Purchaser of the transactions Transactions contemplated hereby and thereby thereby, and compliance by the Company Stockholder Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company StockholderPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law Law, Order or Order Consent applicable to the Company Stockholder Purchaser or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company Stockholder Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon the shares any of the Company’s capital stockproperties or assets of Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of of, any Contract to which the Company Stockholder is a party or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Company StockholderPurchaser.

Appears in 1 contract

Samples: Business Combination Agreement (Golden Star Acquisition Corp)

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